Common use of Requested Underwritten Offerings Clause in Contracts

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Participating Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)3.1, the Company shall will use its best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 3.6 hereof. The Participating Holders will cooperate with the form Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such the Participating Holder Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such the Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementHolders. Each such No Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its such holder's ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any other representations required by law, and any liability of such the Participating Holder to any underwriter or other Person person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement liability arising from misstatements in or omissions from its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the net proceeds that the Participating Holder derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, including indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement or as otherwise customary for the IPO shall be deemed to satisfy the foregoing requirements)lead underwriter. Any Every Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementagreement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)hereof, the Company shall will enter into a customary an underwriting agreement with such underwriters for such offering, the underwriters. Such underwriting portions of such agreement shall (i) that relate to Holders of Registrable Securities being registered to be reasonably satisfactory in substance and form to each Holder of Registrable Securities being registered and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities substantially to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.6 hereof. Each such Holder of Registrable Securities will cooperate with the form Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. If requested by the underwriters of any underwritten offering pursuant to a registration under Section 2.1 hereof, each Holder of Registrable Securities agrees to enter into an agreement with such underwriters not to sell his or its shares of stock in the Company for a period of time (not to exceed 180 days) after the IPO effectiveness of a registration statement equal to the period of time which the sellers of securities in such registration, by separate agreement with the underwriters, have agreed not to sell their shares after the effectiveness of such registration statement. The Holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of agreement. Any such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership such Holder's Registrable Securities and other securities of and title to the Registrable SecuritiesCompany, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method of distribution; , and any liability of such Participating Holder to any underwriter representations, warranties or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received agreements required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any In connection with a registration requested under Section 2.1, any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each In connection with a registration requested under Section 2.1, unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form to each such holder and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms extent provided in Section 2.7 or such other indemnities as those contained herein (it being understood that an underwriting agreement are customarily received by underwriters in substantially public offerings of similar securities. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement to the extent the underwriters of such offering agree to such terms and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement or as otherwise customary for the IPO shall be deemed lead underwriter for such offering and agreed to satisfy by the foregoing requirements)Majority Participating Holders. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each Unless otherwise agreed by the Majority Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such underwriting agreement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided prospectus (in each case unless otherwise agreed by such the underwriters and the Majority Participating HolderHolders).

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Investors pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Holders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating selling Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company Splitco shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company Splitco and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any In connection with a registration requested under Section 2.1, any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Splitco to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company Splitco shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each In connection with a registration requested under Section 2.1, unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company Splitco or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration Registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will use reasonable efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.8. The holders of the form Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestion of the Company regarding the form thereof. Such holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of and title to the such holder's Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall in no case be greater than the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderstatement.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will use its best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form to each such holder of Registrable Securities and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.7. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in to, or agreements with, the registration statement. Each such Participating Holder shall not be required to make any Company other than representations or warranties to or agreements with regarding the Company or the underwriters other than representationsidentity of such holder, warranties or agreements regarding such Participating Holder, its ownership of holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering requested by Mitsui pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with (in the underwriters. Such form of underwriting agreement used at such time by the managing underwriter(s)) with a managing underwriter or underwriters selected pursuant to Section 2.1(f) which shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that typethe managing underwriter(s), including, without limitation, indemnities their customary provisions relating to indemnification and contribution agreements on substantially (the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO “Customary Terms”). Mitsui shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder Mitsui, and that any or all of the conditions precedent to the obligations of such underwriters relating to the Company under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementMitsui. Each such Participating Holder Mitsui shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating HolderMitsui, its Mitsui’s ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Mitsui’s intended method methods of distribution; distribution and other representations that constitute Customary Terms, and any liability of such Participating Holder Mitsui to any underwriter or other Person person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement several and not joint, and shall be limited to liability for written information specifically provided by arising from breach of their respective representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that Mitsui derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Participating Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)3.1, the Company shall enter into a customary underwriting agreement with a managing underwriter or underwriters selected by the underwritersMajority Participating Holders (in accordance with Section 3.1(f) hereto). Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Holders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)contribution. Any Each Participating Holder shall be a party to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such each Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such No Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such any Participating Holder to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holder, if the Villages, and to Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Every Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating HolderHolder for use in the registration statement and prospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Holders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)agreements. Any Participating Holder to the offering shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the relevant registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the relevant Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement Participating Holder’s representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that such Participating HolderHolder derives from such registration.

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 4.01 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, including indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementstatement (as set forth in the penultimate sentence of Section 4.09(b) of this Agreement). Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Participating Holder, its ownership of of, and title to to, the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to the Company, any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating HolderHolder (as set forth in the penultimate sentence of Section 4.09(b) of this Agreement).

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holder(s) and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Every Participating Holder shall be a party to such underwriting agreement and may, at its option, require require, to the fullest extent permitted by applicable law, that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall be limited to the amount of the net proceeds received by such Holder or Specified Holder, as applicable, upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating HolderHolder for use in the registration statement and prospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Investors pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Initiating Holders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating selling Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Holders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)agreements. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating selling Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form to each such holder and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially the form Section 2.7. The holders of the underwriting agreement for the IPO Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)agreements. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of agreement. Unless otherwise agreed by the representations and warranties by, respective Participating Holders and the other agreements on the part ofunderwriters, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)1.1, the Company shall will use all reasonable efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form to each such holder and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 1.7. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Purchasers pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement (in the form of underwriting agreement used at such time by the managing underwriter(s)) with a managing underwriter or underwriters selected by the underwritersPurchasers. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Purchasers and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that typethe managing underwriter(s), including, without limitation, indemnities their customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO contribution. The Purchasers shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Purchasers and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementPurchasers. Each such Participating Holder The Purchasers shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderthe Purchasers, its their ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its their intended method of distribution; and any liability of such Participating Holder the Purchasers to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement their representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that they derive from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with Childs Representative on behalf of the provisions holders of this Agreement Registrable Securities representing at least 50% of all Registrable Securities and (iii) the underwriters and to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms extent provided in Section 2.7 or such other indemnities as those contained herein (it being understood that an underwriting agreement are customarily received by underwriters in substantially public offerings of similar securities. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration or offering requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Applicable Initiating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement in any material respect, unless otherwise agreed by (1) the Applicable Initiating Holders and (2) the underwriters for such underwritten offering, and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)agreements. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require (unless otherwise agreed by (i) the underwriters and (ii) the Applicable Initiating Holders) that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in any registration statement or prospectus. Unless otherwise agreed by (i) the registration statement. Each such underwriters and (ii) the Applicable Initiating Holders, each Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the any registration statement or prospectus and its intended method of sale or distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement such underwriting agreement and in no event shall be limited relate to liability for written anything other than information about such Participating Holder specifically provided by such Participating HolderHolder for use in any registration statement or prospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters -------------------------------- for any underwritten offering by Holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2, the Company shall will enter into a customary an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such Holder and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially indemnities. The Holders of the same terms as those contained herein (it being understood that an underwriting agreement Registrable Securities will cooperate with the Company in substantially the form negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein -------- contained shall diminish the foregoing obligations of the Company. The Holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holders of Registrable Securities. Any such Holder for inclusion in the registration statement. Each such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties contained in writing furnished by such Holder expressly for use in such registration statement or agreements regarding such Participating Holder, its ownership of such Holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method of distribution; distribution and any liability other representation required by law or to make any agreements with the Company or the underwriters with respect to indemnification of such Participating Holder to any underwriter Person or other the contribution obligations of any Person under such underwriting agreement shall be limited to that would impose any obligation beyond or inconsistent with the amount provisions of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderthis Agreement.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Holder of Registrable Securities pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)Demand Registration, the Company shall and the Holder will use their best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, the Holder and the underwriters and (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing reasonable and customary in the circumstances on the part of an issuer in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Article 2 hereof. The Holder shall cooperate with the form Company in the negotiation of the underwriting agreement for the IPO agreement, and shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating the Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating the Holder; provided, however, that the . The Company shall not notify the Holder if at any time the representations and warranties contemplated by such underwriting agreement cease to be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion true and correct in the registration statementall material respects. Each such Participating The Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating the Holder, its ownership of the Holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received distribution as otherwise required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Onex Stockholders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form such underwriters for such offering, and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder expressly for use in such registration statement or representations, warranties or and agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Penske pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with (in the underwriters. Such form of underwriting agreement used at such time by the managing underwriter(s)) with a managing underwriter or underwriters selected pursuant to Section 2.1(f) which shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that typethe managing underwriter(s), including, without limitation, indemnities their customary provisions relating to indemnification and contribution agreements on substantially (the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO "Customary Terms"). Penske shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder Penske and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementPenske. Each such Participating Holder Penske shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating HolderPenske, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; distribution and other representations that constitute Customary Terms, and any liability of such Participating Holder Penske to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.7. The holders of the form Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof. Such holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of and title to the such holder's Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Selling Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.2, the Company shall enter into a customary underwriting agreement with the such underwriter or underwriters. Such underwriting agreement shall (i) be reasonably satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Selling Holders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities such customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed agreed to satisfy by the foregoing requirements)Company. Any Participating Holder The Selling Holders shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Selling Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementSelling Holders. Each such Participating No Selling Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Selling Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating any Selling Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement liability arising from misstatements in or omissions from its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the net proceeds that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement Registration Statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Every Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementRegistration Statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties warranties, or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement Registration Statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement Registration Statement and shall be limited to liability for written information specifically provided by such Participating HolderHolder for use in the Registration Statement and Prospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be reasonably satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the reasonable and customary representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be reasonably satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not materially inconsistent with the provisions of this Agreement to the extent the underwriters of such offering agree to such terms and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are customary and generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement are customary for the IPO shall be deemed lead underwriter for such offering and agreed to satisfy by the foregoing requirements)Majority Participating Holders. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each Unless otherwise agreed by the Majority Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such underwriting agreement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided prospectus (in each case unless otherwise agreed by such the underwriters and the Majority Participating HolderHolders).

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)1.1, the Company shall will use its best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in form and substance to such holders, the Majority Participating Holders, (ii) contain terms not inconsistent with Company and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 1.6. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially the same terms at least as broad as those contained herein (it being understood that an underwriting agreement provided in substantially section 2.6. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the -------- foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 9.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 9.6. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the -------- foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will use its reasonable best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form to a majority of such holders and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.8. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, the absence of litigation against the holder in respect of its ownership intended distribution of and title to the Registrable Securities, any written information specifically provided by the identity of such Participating Holder for inclusion in holder, such holder's due organization and good standing, such holder's authority to execute and deliver the registration statement underwriting agreement, such holder's Registrable Securities (including title and its absence of liens) and such holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be reasonably satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distributionstatement; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited not relate to liability for written anything other than information about such Holder specifically provided by such Participating HolderHolder for use in the registration statement.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by IMCG pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with (in the underwriters. Such form of underwriting agreement used at such time by the managing underwriter(s)) with a managing underwriter or underwriters selected pursuant to Section 2.1(f) which shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that typethe managing underwriter(s), including, without limitation, indemnities their customary provisions relating to indemnification and contribution agreements on substantially (the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO "Customary Terms"). IMCG shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder IMCG and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementIMCG. Each such Participating Holder IMCG shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating HolderIMCG, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; distribution and other representations that constitute Customary Terms, and any liability of such Participating Holder IMCG to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)hereof, the Company shall will enter into a customary an underwriting agreement with such underwriters for such offering, the underwriters. Such underwriting portions of such agreement shall (i) that relate to Holders of Registrable Securities being registered to be reasonably satisfactory in substance and form to each Holder of Registrable Securities being registered and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities substantially to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.6 hereof. Each such Holder of Registrable Securities will cooperate with the form Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. If requested by the underwriters of any underwritten offering pursuant to a registration under Section 2.1 hereof, each Holder of Registrable Securities agrees by acquisition of such Registrable Securities to enter into an agreement with such underwriters not to sell his or its shares of stock in the Company for a period of time (not to exceed 180 days) after the IPO effectiveness of a registration statement equal to the period of time which the sellers of securities in such registration, by separate agreement with the underwriters, have agreed not to sell their shares after the effectiveness of such registration statement. The Holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of agreement. Any such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership such Holder's Registrable Securities and other securities of and title to the Registrable SecuritiesCompany, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method of distribution; , and any liability of such Participating Holder to any underwriter representations, warranties or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received agreements required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, including indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement or as otherwise customary for the IPO shall be deemed to satisfy the foregoing requirements)underwriters. Any Every Participating Holder shall be a party to such underwriting agreement and mayagreement, at its option, require provided that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such agreement: (i) each Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; , and (ii) any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement (after deducting underwriters’ discounts and commissions) and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus and shall be limited otherwise contain terms no less advantageous to liability for written information specifically such Holders than those provided by such Participating Holderin Section 2.8 (the above clauses (i) and (ii) collectively, the “Acceptable Terms”).

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Registering Forstmann Little Partnerships (and any Other Investors) pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with a managing underwriter or underwriters selected by the underwritersRegistering Forstmann Little Partnerships. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Registering Forstmann Little Partnerships and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO contribution. The Registering Forstmann Little Partnerships shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Registering Forstmann Little Partnerships and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company Registering Forstmann Little Partnerships. None of the Registering Forstmann Little Partnerships shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating HolderRegistering Forstmann Little Partnership, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder any Registering Forstmann Little Partnership to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters -------------------------------- for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 13.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 13.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that -------- nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 2.1, the Company shall will enter into a customary an underwriting or similar agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 2.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting or similar agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing -------- obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No underwriting or similar agreement shall not be required to make require any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties or agreements regarding such Participating Holderholder, its ownership such holder's Registrable Securities and such holder's intended method or methods of distribution and title any other representation required by law or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the Registrable Securitiesprovisions of section 2.7. In addition, the Requesting Holders shall cooperate with the Company in an effort to provide that any written information specifically provided by such Participating Holder for inclusion agreement will contain a provision modifying the indemnification of the underwriter to the effect that the Company will not be liable to any Person who participates as an underwriter in the registration statement and its intended method offering or sale of distribution; and Registrable Securities with respect to any preliminary prospectus, to the extent that any such loss, claim, damage or liability of such Participating Holder underwriter results from such underwriter having sold Registrable Securities to any underwriter a person to whom there was not sent or other Person under such underwriting agreement shall be limited given, at or prior to the amount written confirmation of such sale, a copy of the net proceeds received by final prospectus, if the Company has previously furnished thereof to such Holder upon the sale of the Registrable Securities pursuant to the registration statement underwriter and shall be limited to liability for written information specifically provided by such Participating Holderfinal prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 13.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 13.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties contained in a writing furnished by such holder expressly for use in such registration statement or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2, the Company shall will enter into a customary an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such Holder and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially indemnities. The Holders of the same terms as those contained herein (it being understood that an underwriting agreement Registrable Securities will cooperate with the Company in substantially the form negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The Holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holders of Registrable Securities. Any such Holder for inclusion in the registration statement. Each such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties contained in writing furnished by such Holder expressly for use in such registration statement or agreements regarding such Participating Holder, its ownership of such Holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method of distribution; distribution and any liability other representation required by law or to make any agreements with the Company or the underwriters with respect to indemnification of such Participating Holder to any underwriter Person or other the contribution obligations of any Person under such underwriting agreement shall be limited to that would impose any obligation beyond or inconsistent with the amount provisions of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderthis Agreement.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement or as otherwise customary for the IPO shall be deemed to satisfy the foregoing requirements)lead underwriter. Any Every Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderprospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering3(a), the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form to each such Holder and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, including without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially the form Section 10 below. The Holders of the underwriting agreement for the IPO Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties warranties, by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holders of Registrable Securities. Any such Holder for inclusion in the registration statement. Each such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of such Holder’s Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder’s intended method of distribution; distribution and any liability other representation required by law. In any underwritten offering requested by the Holders under Section 3(a), the Company shall permit the Holders of such Participating Holder Registrable Securities being included in the Registration Statement to any select an underwriter or other Person under such underwriting agreement shall be limited underwriters subject to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating HolderCompany’s reasonable consent.

Requested Underwritten Offerings. If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Every Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating HolderHolder for use in the registration statement and prospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an for any underwritten offering of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)1, the Company shall will use its commercially reasonable efforts to enter into a customary firm commitment underwriting agreement with the underwriters. Such underwriting underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that typesuch agreements, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially the form Section 8. The holders of the underwriting agreement for the IPO Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all holders of the conditions precedent to the obligations Registrable Securities. Except as set forth in this Agreement, no holder of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership such holder's Registrable Securities and such holder's intended method of distribution and title any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion except as set forth in Section 8. Notwithstanding the registration statement and its intended method of distribution; and any liability foregoing, if the managing underwriter of such Participating Holder underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the holders of Registrable Securities and, if applicable, any underwriter other holders of securities of the Company or other Person under the Company propose to be included in such underwriting agreement registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then the amount of securities to be offered for the accounts of holders of Registrable Securities shall be limited reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, the amount of such securities shall be reduced prior to any reduction of the net proceeds received by such Holder upon amount of securities to be offered for the sale accounts of the holders of Registrable Securities. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderthis Section 4(a).

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form to each such holder and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms extent provided in Section 2.7 or such other indemnities as those contained herein (it being understood that an underwriting agreement are customarily received by underwriters in substantially public offerings of similar securities. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.applicable law. B-7

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)hereof, the Company shall will enter into a customary an underwriting agreement with such underwriters for such offering, the underwriters. Such underwriting portions of such agreement shall (i) that relate to Holders of Registrable Securities being registered to be reasonably satisfactory in substance and form to each Holder of Registrable Securities being registered and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities substantially to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.6 hereof. Each such Holder of Registrable Securities will cooperate with the form Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. If requested by the underwriters of any underwritten offering pursuant to a registration under Section 2.1 hereof, each Holder of Registrable Securities agrees to enter into an agreement with such underwriters not to sell his or its shares of stock in the Company for a period of time (not to exceed 180 days) after the IPO effectiveness of a registration statement equal to the period of time which the sellers of securities in such registration have agreed not to sell their shares after the effectiveness of such registration statement. The Holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of agreement. Any such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership such Holder's Registrable Securities and other securities of and title to the Registrable SecuritiesCompany, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method of distribution; , and any liability of such Participating Holder to any underwriter representations, warranties or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received agreements required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.6. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)6.1, the Company shall enter into a customary underwriting agreement with the Participating Holders and the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with Holders and the provisions of this Agreement Company and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)herein. Any Participating Holder participating in the offering shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided in writing by a Participating selling Holder for inclusion in the registration statementstatement and shall not be required to indemnify any Holder except on the basis provided in Section 5.9 hereof. Each such Participating No Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Owners of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)above, the Company shall enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form to each such Owner and substance to the Majority Participating Holdersunderwriters, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially the form Section 2.7 below. The Owners of the underwriting agreement for the IPO Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder Owners of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company Owners of Registrable Securities. No such Owner of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters underwriters, other than representations, warranties or agreements regarding the identity of such Participating HolderOwner, its ownership of such Owners’ Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Owner’s intended method of distribution; distribution and any liability other representation, warranty or agreement required by law. Notwithstanding Sections 2.1 (e) and 2.3, to the extent that the Owners selling Registrable Securities in a proposed registration shall enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Participating Holder to any underwriter Sections of this Agreement addressing such issue or other Person under such underwriting agreement issues shall be limited of no force or effect with respect to such registration, but this provision shall not apply to the amount of Company if the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant Company is not a party to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderunderwriting or similar agreement.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by the Placement Agent pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, the Placement Agent and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and the Placement Agent and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution to the extent provided in Section 2.6 or as are generally prevailing in agreements on substantially of that type. The Placement Agent shall cooperate with the same terms as those contained herein (it being understood that an underwriting agreement Company in substantially the form negotiation of the underwriting agreement for and shall give consideration to the IPO shall be deemed to satisfy reasonable suggestions of the foregoing requirements)Company regarding the form and substance thereof. Any Participating Holder The Placement Agent shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementagreement. Each such Participating Holder The Placement Agent shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderthe Placement Agent, its ownership of and title to the Placement Agent' Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Placement Agent' intended method of distribution; distribution and any liability of such Participating Holder to any other representations or warranties required by law or customarily given by selling shareholders in an underwritten Public Offering or as reasonably required by the managing underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale offering of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating HolderSecurities.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will use its reasonable best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.7. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially the same terms at least as broad as those contained herein (it being understood that an underwriting agreement provided in substantially Section 2.5. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof; provided that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an Underwriter(s) for any underwritten offering by Selling Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such Underwriter(s) for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such Selling Holder and the provisions of this Agreement Underwriter(s), and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 2.6. The Selling Holders will cooperate with the form Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The Selling Holders shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its optiontheir operation, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters Underwriter(s) shall also be made to and for the benefit of such Participating Holder Selling Holders and that any or all of the conditions precedent to the obligations of such underwriters Underwriter(s) under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementSelling Holders. Each Any such Participating Selling Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters Underwriter(s) other than representations, representations and warranties contained in a writing furnished by such Selling Holder expressly for use in such registration statement or agreements regarding such Participating Selling Holder, its ownership of such Selling Holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Selling Holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 2.1, the Company shall will enter into a customary an underwriting or similar agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 2.6. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting or similar agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing -------- herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement, which agreement and may, at its option, require shall provide that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No underwriting or similar agreement shall not be required to make require any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters underwriters, other than representations, representations and warranties or agreements regarding such Participating Holderholder, its ownership such holder's Registrable Securities and such holder's intended method or methods of distribution and title any other representation required by law, or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.6. In addition, the holders of Registrable Securities, Securities shall cooperate with the Company in an effort to provide that any written information specifically provided by such Participating Holder for inclusion in agreement will contain a provision modifying the registration statement and its intended method indemnification of distribution; and any liability of such Participating Holder to any the underwriter or other Person under such underwriting agreement shall be limited to the amount of effect that neither the net proceeds received by such Holder upon Company nor the sale holders of the Registrable Securities pursuant will be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities with respect to any preliminary prospectus, to the registration statement extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus, if the Company has previously furnished copies thereof to such underwriter and shall be limited to liability for written information specifically provided by such Participating Holderfinal prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Requested Underwritten Offerings. If the Initiating Holders request Stockholder elects to effect an underwritten offering pursuant to a registration under Section 2.1 (pursuant 2.1(a), the managing underwriter or underwriters for such underwritten offering shall be selected by the Stockholder and shall be reasonably accept able to a request for a registration statement the Company. The underwriters selected by the Stockholder shall be deemed to be filed in connection with reasonably satisfactory to the Company unless the Company sends a specific underwritten offering written notice of objection to the Stockholder within 10 days of receipt of written notice from the Stockholder stating the identity of the managing underwriter or a request underwriters the Stockholder proposes to select. If re quested by the underwriters for a shelf takedown in the form of an any such underwritten offering), the Company shall enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially indemnities. The Stockholder shall cooperate with the same terms as those contained herein (it being understood that an underwriting agreement Company in substantially the form negotiation of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)agreement. Any Participating Holder The Stockholder shall be a party to any such underwriting agreement and the Stockholder may, at its option, require re quire that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Stockholder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementStockholder. Each such Participating Holder The Stockholder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties or agreements regarding such Participating Holderthe Stockholder, its ownership of the Stockholder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Stockholder's intended method of distribution; distribution and any liability of other representation required by law or by the underwriters for such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderunderwritten offering.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 13.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 13.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties contained in a writing furnished by such holder expressly for use in such registration statement or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by the Purchasers pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement (in the form of underwriting agreement used at such time by the managing underwriter(s)) with a managing underwriter or underwriters selected by the underwritersPurchasers. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Purchasers and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that typethe managing underwriter(s), including, without limitation, indemnities their customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO contribution. The Purchasers shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Purchasers and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementPurchasers. Each such Participating Holder The Purchasers shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderthe Purchasers, its their ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its their intended method of distribution; and any liability of such Participating Holder the Purchasers to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement their representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that they derive from such Participating Holderregistration.

Requested Underwritten Offerings. Pursuant to the Registration Statement requested by the Nominee under Section 1.1, the Nominee may request that the offering be underwritten by an investment bank, the lead underwriter of which shall be chosen by the Nominee, such lead underwriter to be reasonably acceptable to the Company. If requested by the Initiating Holders request an underwriters for any such underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in by the form of an underwritten offering)Nominee, the Company shall will use its reasonable best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with the provisions of this Agreement Nominee and (iii) the underwriters and to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 1.7. The Nominee and the form Selling Holders shall reasonably cooperate with the Company in the negotiation of the underwriting agreement for agreement, and the IPO Company shall be deemed prepare and make any changes to satisfy the foregoing requirements)underwriting agreement, the registration statement and related documents reasonably requested by the underwriters or the Nominee, as the case may be. Any Participating Each Selling Holder participating in such offering shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters agreement. No Selling Holder shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding the identity of such Participating Selling Holder, its ownership of such Selling Holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Selling Holder's intended method of distribution; and distribution or any liability of other representations required by applicable law. No Selling Holder may participate in such Participating underwritten offering unless such Holder agrees to any underwriter or other Person under such sell its Registrable Securities on the basis provided in the underwriting agreement shall be limited and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of the underwriting agreement. If a Selling Holder disapproves of the terms of the underwriting agreement, such holder may elect to withdraw therefrom and from such registration by notice to the amount of Company and the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlead underwriter.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to (1) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (2) the Majority Participating Holders, Holders for such underwritten offering; (ii) contain terms not inconsistent with the provisions of this Agreement in any material respect, unless otherwise agreed by (a) (1) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (2) the Majority Participating Holders for such underwritten offering and (b) the underwriters for such underwritten offering; and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)agreements. Any Participating Holder shall be a (a) the AEA Investors, to the extent that no other participating Holder is selling a party to greater number of Registrable Securities than the AEA Investors in such underwriting agreement and mayunderwritten offering, at its optionor, require otherwise, (b) the Majority Participating Holders for such offering) that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in any registration statement or prospectus. Unless otherwise agreed by (i) the registration statement. Each underwriters and (ii)(a) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (b) the Majority Participating Holders for such underwritten offering, each Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement such underwriting agreement and in no event shall be limited relate to liability for written anything other than information about such Holder specifically provided by such Participating HolderHolder for use in any registration statement or prospectus.

Requested Underwritten Offerings. If the Initiating Holders request holders of the Registrable Securities elect to effect an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request 2.1(d), the managing underwriter or underwriters for a registration statement to be filed in connection with a specific such underwritten offering or shall be selected by the Company and shall be reasonably acceptable to the holders of at least a request for a shelf takedown majority (by number of shares) of the Registrable Securities participating in the form of an any such underwritten offering). If requested by the underwriters for any such underwritten offering, the Company shall enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially indemnities. The holders of the same terms as those contained herein (it being understood that an underwriting agreement Registrable Securities shall cooperate with the Company in substantially the form negotiation of the underwriting agreement for the IPO agreement. The holders of Registrable Securities to be distributed by such underwriters shall be deemed parties to satisfy the foregoing requirements). Any Participating Holder shall be a party to any such underwriting agreement and such holders may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of other representation required by law or by the underwriters for such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderunderwritten offering.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Registering Forstmann Little Partnerships (and any Other Investors) pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company Parent shall enter into a customary underwriting agreement with a managing underwriter or underwriters selected by the underwritersRegistering Forstmann Little Partnerships. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Registering Forstmann Little Partnerships and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company Parent and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO contribution. The Registering Forstmann Little Partnerships shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Parent to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Registering Forstmann Little Partnerships and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company Registering Forstmann Little Partnerships. None of the Registering Forstmann Little Partnerships shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company Parent or the underwriters other than representations, warranties or agreements regarding such Participating HolderRegistering Forstmann Little Partnership, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder any Registering Forstmann Little Partnership to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested -------------------------------- by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form to each such holder and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms extent provided in Section 2.7 or such other indemnities as those contained herein (it being understood that an underwriting agreement are customarily received by underwriters in substantially public offerings of similar securities. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request underwriters for an underwritten offering of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2 hereof, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with Purchasers and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 7 hereof. The Purchasers will cooperate with the form Company in the negotiation of the underwriting agreement for and win give consideration to the IPO reasonable requests of the Company regarding the form thereof, provided that nothing herein contained shall be deemed to satisfy diminish the foregoing requirements)obligations of the Company. Any Participating Holder If requested by the underwriters of any underwritten offering pursuant to a registration under Section 2 hereof, the Purchasers agree to enter into an agreement with such underwriters not to sell his shares of stock in the Company for a period of time (not to exceed 180 days) after the effectiveness of a registration statement equal to the period of time which the sellers of securities in such registration have agreed not to sell their shares after the effectiveness of such registration statement. Upon consent of Purchasers holding a majority of the outstanding Registrable Securities to enter into such an agreement, all Purchasers will be required to enter into such agreement. The Purchasers shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company agreement. The Purchasers shall not be required to make any representations or representations, warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderthe Purchasers, its ownership Purchasers' Registrable Securities and other securities of and title to the Registrable SecuritiesCompany, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Purchasers' intended method of distribution; , and any liability of such Participating Holder to any underwriter representations, warranties or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received agreements required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an Managing Underwriters for any underwritten offering by any Investor pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such Managing Underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Company, such Participating HoldersInvestors and the Managing Underwriters, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.6. The Participating Investors will cooperate with the form Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The Participating Investors shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters Managing Underwriters shall also be made to and for the benefit of such Participating Holder Investors and that any or all of the conditions precedent to the obligations of such underwriters Managing Underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Investors. A Participating Holder for inclusion in the registration statement. Each such Participating Holder Investor shall not be required to make any representations or warranties to or agreements with the Company or the underwriters Managing Underwriters other than representations, representations and warranties contained in a writing furnished by such holder expressly for use in such registration statement or agreements regarding such Participating HolderInvestors, its ownership of the Participating Investor's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Investor's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially other payments to the same terms as those contained herein (it being understood that an underwriting agreement effect and to the extent provided in substantially section 2.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for -------------------------------- any underwritten offering by Holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2, the Company shall will enter into a customary an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such Holder and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities and contribution agreements on substantially indemnities. The Holders of the same terms as those contained herein (it being understood that an underwriting agreement Registrable Securities will cooperate with the Company in substantially the form negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein -------- contained shall diminish the foregoing obligations of the Company. The Holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters under writers shall also be made to and for the benefit of such Participating Holder Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holders of Registrable Securities. Any such Holder for inclusion in the registration statement. Each such Participating Holder of Registra ble Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties contained in writing furnished by such Holder expressly for use in such registration statement or agreements regarding such Participating Holder, its ownership of such Holder's Registra ble Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Holder's intended method of distribution; distribution and any liability other representation required by law or to make any agreements with the Company or the underwriters with respect to indemnification of such Participating Holder to any underwriter Person or other the contribution obligations of any Person under such underwriting agreement shall be limited to that would impose any obligation beyond or inconsistent with the amount provisions of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderthis Agreement.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Selling Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the such underwriter or underwriters. Such underwriting agreement shall (i) be reasonably satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms Holders of not inconsistent with less than 50.1% of the provisions Aggregate Value of this Agreement the Registrable Securities to be included in such registration and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities such customary provisions relating to indemnification and contribution agreements on substantially by the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO Company. The Selling Holders shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Selling Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementSelling Holders. Each such Participating No Selling Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Selling Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating any Selling Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement liability arising from misstatements in or omissions from its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the net proceeds that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the underwriters for any offering by the Initiating Notes Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed or the Initiating Preferred Holders, as the case may be, in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)registration requested under Section 2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating Company, to the Initiating Notes Holders or the Initiating Preferred Holders, (ii) contain terms not inconsistent with as the provisions of this Agreement case may be, and (iii) to the underwriters and to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms extent provided in Section 2.7. The Initiating Notes Holders or the Initiating Preferred Holders, as those contained herein (it being understood that an underwriting agreement the case may be, will cooperate with the Company in substantially the form negotiation of the underwriting agreement for and will give consideration to the IPO reasonable requests of the Company regarding the form thereof, provided that -------- nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements typical in an offering of that type, including those regarding such Participating Holderholder, its ownership of and title to the such holder's Registrable Securities, any written information specifically provided by and such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; , any other information supplied by such holder to the Company for use in the Registration Statement and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Participating Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)3.1, the Company shall will use its best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 3.6 hereof. Prior to their participation in such underwritten offering, the form Participating Holders will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof and the Participating Holders shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such the Participating Holder Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such the Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementHolders. Each such No Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its such holder's ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any other representations required by law, and any liability of such the Participating Holder to any underwriter or other Person person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement liability arising from misstatements in or omissions from its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the net proceeds that the Participating Holder derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)1.1, the Company shall will use all reasonable efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form to each such holder and substance the underwriters and to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 1.7. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder’s Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder’s intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderapplicable law.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Participating Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)3.1, the Company shall will use its best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 3.6 hereof. The Participating Holders will cooperate with the form Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such the Participating Holder Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such the Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementHolders. Each such No Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its such holder's ownership of and title 12 to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any other representations required by law, and any liability of such the Participating Holder to any underwriter or other Person person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement liability arising from misstatements in or omissions from its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the net proceeds that the Participating Holder derives from such Participating Holderregistration.

Requested Underwritten Offerings. Pursuant to any registration statement requested by a Holder or Holders under Section 1.2, such Holder(s) may request that the offering be underwritten by an investment bank, the lead underwriter of which shall be chosen by the Selling Holder(s) holding at least a majority of the Registrable Securities requesting such registration, such lead underwriter to be reasonably acceptable to the Company. If requested by the Initiating Holders request an underwriters for any such underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in by the form of an underwritten offering)Selling Holders, the Company shall will use its reasonable best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such Selling Holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 1.6. The Selling Holder(s) will reasonably cooperate with the form Company in the negotiation of the underwriting agreement for agreement, and the IPO Company shall be deemed prepare and make any changes to satisfy the foregoing requirementsunderwriting agreement, the registration statement and related documents reasonably requested by the underwriters or the Selling Holder(s), as the case may be. Any Participating Each Selling Holder participating in such offering shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters agreement. No Selling Holder shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding the identity of such Participating Selling Holder, its ownership of such Selling Holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its Selling Holder's intended method of distribution; and distribution or any liability of other representations required by applicable law. No Selling Holder may participate in such Participating underwritten offering unless such Holder agrees to any underwriter or other Person under such sell its Registrable Securities on the basis provided in the underwriting agreement shall be limited and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of the underwriting agreement. If a Selling Holder disapproves of the terms of the underwriting agreement, such holder may elect to withdraw therefrom and from such registration by notice to the amount of Company and the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlead underwriter.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will use its best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that furnishing of an underwriting agreement opinion of counsel and "comfort" letters from the Company's independent public accountants. The holders of the Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in substantially the form negotiation of the underwriting agreement for agreement. The holders of Registrable Securities to be distributed by such underwriters shall, at the IPO shall request of such underwriters, be deemed parties to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement between the Company and such underwriters, and such holders may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders. Each such Participating Holder Such holders of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than reasonable representations, warranties or and agreements regarding such Participating Holderholder, its ownership of and title to the such holder's Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; disposition and any liability of such Participating Holder to any underwriter other representations or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received warranties required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will use its reasonable best efforts to enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be reasonably satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.7. The holders of the form Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement for the IPO agreement. Such holders of Registrable Securities to be sold by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; and distribution or any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representations required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.applicable law. 11 9

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 2.1, the Company shall will enter into a customary an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 2.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, PROVIDED that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, representations and warranties contained in writing furnished by such holder expressly for use in such registration statement or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability other representation required by law or to make any agreements with the Company or the underwriters with respect to indemnification of such Participating Holder to any underwriter Person or other the contribution obligations of any Person under such underwriting agreement shall be limited to that would impose any obligation beyond or inconsistent with the amount provisions of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holdersection 2.7.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by Sherman pursuant to a registration x xxxistration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company Sherman shall enter into entex xxxx a customary underwriting agreement with the underwritersa managing underwriter or underwriters selected by him. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Sherman and (iii) contain shall cxxxxxx such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO contribution. Sherman shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to pxxxx xx such underwriting agreement and may, at its his option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder Sherman and that any or all anx xx xxl of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementSherman. Each such Participating Holder shall not be required Sherman shxxx xxx bx xxxxxred to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating HolderSherman, its ownership of his ownerxxxx xx and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its his intended method of distribution; and any liability of such Participating Holder Sherman to any underwriter undxxxxxxxr or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement his representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that he derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 2.l, the Company shall will enter into a customary an underwriting or similar agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters. Such underwriting agreement shall (i) be satisfactory in form , and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 2.6. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting or similar agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations -------- of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement, which agreement and may, at its option, require shall provide that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. No underwriting or similar agreement shall not be required to make require any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters underwriters, other than representations, representations and warranties or agreements regarding such Participating Holderholder, its ownership such holder's Registrable Securities and such holder's intended method or methods of distribution and title any other representation required by law, or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.6. In addition, the holders of Registrable Securities, Securities shall cooperate with the Company in an effort to provide that any written information specifically provided by such Participating Holder for inclusion in agreement will contain a provision modifying the registration statement and its intended method indemnification of distribution; and any liability of such Participating Holder to any the underwriter or other Person under such underwriting agreement shall be limited to the amount of effect that neither the net proceeds received by such Holder upon Company nor the sale holders of the Registrable Securities pursuant will be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities with respect to any preliminary prospectus, to the registration statement extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus, if the Company has previously furnished copies thereof to such underwriter and shall be limited to liability for written information specifically provided by such Participating Holderfinal prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Selling Holders pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.2, the Company shall enter into a customary underwriting agreement with the such underwriter or underwriters. Such underwriting agreement shall (i) be reasonably satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Selling Holders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities such customary provisions relating to indemnification and contribution agreements on substantially by the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO Company. The Selling Holders shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Selling Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementSelling Holders. Each such Participating No Selling Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Selling Holder, its ownership of and title to the Registrable SecuritiesCommon Stock, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating any Selling Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement liability arising from misstatements in or omissions from its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the net proceeds that it derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwritten underwriters for any offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, to holders of more than 50% (iiby number of shares) contain terms not inconsistent with of the provisions of this Agreement Registrable Securities included in such registration and (iii) the underwriters and to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable requests of the Company regarding the form thereof, provided that -------- nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements typical in an offering of that type, including those regarding such Participating Holderholder, its ownership of and title to the such holder's Registrable Securities, any written information specifically provided by and such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; , any other information supplied by such holder to the Company for use in the Registration Statement and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to (1) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (2) the Majority Participating Holders, Holders for such underwritten offering; (ii) contain terms not inconsistent with the provisions of this Agreement in any material respect, unless otherwise agreed by (a) (1) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (2) the Majority Participating Holders for such underwritten offering and (b) the underwriters for such underwritten offering; and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)agreements. Any Participating Holder shall be a (a) the AEA Investors, to the extent that no other participating Holder is selling a party to greater number of Registrable Securities than the AEA Investors in such underwriting agreement and mayunderwritten offering, at its optionor, require otherwise, (b) the Majority Participating Holders for such offering) that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in any registration statement or prospectus. Unless otherwise agreed by (i) the registration statement. Each underwriters and (ii)(a) the AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the AEA Investors in such underwritten offering, or, otherwise, (b) the Majority Participating Holders for such underwritten offering, each Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be limited to greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement such underwriting agreement and in no event shall be limited relate to liability for written anything other than information about such Holder specifically provided by such Participating HolderHolder for use in any registration statement or prospectus.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters -------------------------------- for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 9.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 9.6. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that -------- nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering requested by JPMP pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall enter into a customary underwriting agreement with (in the underwriters. Such form of underwriting agreement used at such time by the managing underwriter(s)) with a managing underwriter or underwriters selected pursuant to Section 2.1(f) which shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that typethe managing underwriter(s), including, without limitation, indemnities their customary provisions relating to indemnification and contribution agreements on substantially (the same terms "Customary Terms"), it being agreed that such Customary Terms relating to indemnification and contribution of the underwriter by the Company shall supercede the provisions of Section 2.6 hereof insofar as those contained herein (it being understood that an underwriting agreement in substantially the form provisions of Section 2.6 relate to indemnification and contribution of the underwriting agreement for underwriter by the IPO Company. If required by the underwriters, IMCG, JPMP and AON (if participating in the offering) shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its their respective option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder IMCG, JPMP and AON, and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company JPMP and AON. Neither JPMP nor AON shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating HolderJPMP or AON, its their respective ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its their respective intended method methods of distribution; distribution and other representations that constitute Customary Terms, and any liability of such Participating Holder JPMP or AON to any underwriter or other Person person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement several and not joint, and shall be limited to liability for written information specifically provided by arising from breach of their respective representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that each of JPMP and AON, respectively, derives from such Participating Holderregistration.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering of Registrable Securities by the Participating Cable Stockholders under a registration requested pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2, the Company shall will enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance such underwriters for such offering, to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing customarily contained in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements)Section 6. Any The Participating Holder Cable Stockholders shall be a party to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such the Participating Holder Cable Stockholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such the Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Cable Stockholders. The Participating Holder for inclusion in the registration statement. Each such Participating Holder Cable Stockholders shall not be required to make any representations or warranties to or agreements agreement with the Company or the underwriters other than representations, warranties or agreements regarding such the Participating HolderCable Stockholders, its their ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant and their intended method of distribution and any other representation required by law. In the case of Registrable Securities referred to in Section 1(a)(i)(C), the foregoing shall apply only to the registration statement Registrable Securities underlying the securities to be issued by a Cable Stockholder, and shall the applicable Cable Stockholder will be limited responsible for the underwriting agreement relating to liability for written information specifically provided the securities to be issued by it and all obligations and indemnities thereunder applicable to it as the issuer of such Participating Holdersecurities.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwritten underwriters or a qualified independent underwriter for any offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)1.1, the Company shall will enter into a customary an underwriting agreement with the such underwriters. Such underwriting , or an agreement shall (i) with such qualified independent underwriter, for such offering, such agreement to be satisfactory in substance and form and substance to the Company, which approval by the Company will not be unreasonably withheld, to the Majority Participating Holders, Initiating Holders (ii) contain terms not inconsistent with the provisions provided that for purposes of this Agreement Section 1.4(a), in the case of Demand Registrations initiated pursuant to Section 1.1(a)(ii) hereof, “Majority Initiating Holders” shall mean the Initial Investors holding more than 60% (by number of shares) of the Initial Registrable Securities included in such registration). and (iii) the underwriters and to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that such type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially the form Section 1.7. The holders of the underwriting agreement for the IPO Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company holders of Registrable Securities. Any such holder of Registrable Securities shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership such holder’s Registrable Securities and such holder’s intended method of and title distribution, any other information supplied in writing by such holder to the Registrable Securities, any written information Company specifically provided by such Participating Holder for inclusion use in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter other representation or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received information required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form such underwriters for such offering, and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially Section 2.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, PROVIDED that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder expressly for use in such registration statement or representations, warranties or and agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters -------------------------------- for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 13.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 13.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing -------- herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an -------------------------------- underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)section 9.1, the Company shall will enter into a customary an underwriting agreement with the underwriters. Such underwriting such underwriters for such offering, such agreement shall (i) to be satisfactory in substance and form and substance to the Majority Participating HoldersCompany, (ii) contain terms not inconsistent with each such holder and the provisions of this Agreement underwriters, and (iii) to contain such representations and warranties by, and such other agreements on the part of, by the Company and such other terms as are generally prevailing in agreements of that this type, including, without limitation, indemnities to the effect and contribution agreements on substantially to the same terms as those contained herein (it being understood that an underwriting agreement extent provided in substantially section 9.7. The holders of the form Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement for and will give consideration to the IPO reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the -------- foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statementholders of Registrable Securities. Each Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holderholder, its ownership of such holder's Registrable Securities and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its holder's intended method of distribution; distribution and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received representation required by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holderlaw.

Requested Underwritten Offerings. If requested by the Initiating Holders request an underwriters for any underwritten offering by the Registering Stockholders (and any Other Investors) pursuant to a registration requested under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering)2.1, the Reorganized Company shall enter into a customary underwriting agreement with a managing underwriter or underwriters selected by the underwritersRegistering Stockholders. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement Registering Stockholders and (iii) shall contain such representations and warranties by, and such other agreements on the part of, the Reorganized Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities customary provisions relating to indemnification and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO contribution. The Registering Stockholders shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party parties to such underwriting agreement and may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Reorganized Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder the Registering Stockholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company Registering Stockholders. None of the Registering Stockholders shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Reorganized Company or the underwriters other than representations, warranties or agreements regarding such Participating HolderRegistering Stockholder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder any Registering Stockholder to any underwriter or other Person person under such underwriting agreement shall be limited to the amount liability arising from breach of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement its representations and warranties and shall be limited to liability for written information specifically provided by an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such Participating Holderregistration.