Common use of Selection of Underwriter Clause in Contracts

Selection of Underwriter. If any Demand Registration is an underwritten offering, the holders of a majority of the Registrable Securities to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which shall be reasonably acceptable to the Company. The Company shall (together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the manner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, to the extent required by the managing underwriter(s), execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter and the other holders who have previously elected to participate in the registration. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2.

Selection of Underwriter. If any Any Demand Registration is hereunder shall be on any appropriate form under the Securities Act permitting registration of such Registrable Shares for resale by such Holders in the manner or manners designated by the Initiating Holders (including, without limitation, pursuant to one or more underwritten offerings), but subject to the next sentence. The procedure for determining whether the offering will involve an underwritten offeringoffering shall be determined by the Initiating Holders, and the managing underwriter(s) shall be selected by the Initiating Holders; provided, however, (A) in the case of an underwritten offering pursuant to this Section 2.1 that will include only secondary shares, (i) any managing underwriter that did not manage or co-manage at least one previous underwritten registered public offering of Common Stock (including, without limitation, the holders Initial Public Offering) shall be approved by the Company, which approval shall not be unreasonably withheld, and (ii) the Initiating Holders shall provide at least three (3) business days’ prior written notice to Hitachi (in the case of a majority demand by the Clarity Majority) or to Clarity (in the case of a demand by the Hitachi Majority) of the Registrable Securities to be included in such registration will select a Initiating Holders’ selection of any managing underwriter that managed or managing underwriters co-managed at least one previous underwritten registered public offering of nationally recognized standing which Common Stock for comment by Hitachi or Clarity (as the case may be) (it being understood that in the case of a disagreement between the Initiating Holders and the commenting party with respect to the selection of the underwriter(s) in accordance with this clause (ii), the Initiating Holders shall be reasonably acceptable entitled to make the final determination with respect to the selection of underwriters); and (B) in the case of an underwritten offering pursuant to this Section 2.1 that will include primary shares, each proposed managing underwriter shall be approved by the Company. The If requested, the Company shall (together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting or purchase agreement with an investment banking firm in customary form connection with the a Demand Registration containing reasonable representations, warranties, indemnities and agreements then customarily included in underwriting or purchase agreements by such underwriter or underwriters selected for such underwriting in the manner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, to the extent required by the managing underwriter(s), execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power secondary distributions of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter and the other holders who have previously elected to participate in the registration. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2securities.

Selection of Underwriter. If The Company shall have the sole right to select the managing or co-lead underwriter(s) for its IPO or any Demand Registration is an underwritten follow-on public offering, the holders regardless of a majority of the whether any Registrable Securities are included in a Subsequent Shelf Registration Statement as provided above. The right of any such Holder’s Registrable Securities, as applicable, to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which any Subsequent Shelf Registration Statement pursuant to Section 2(c) shall be reasonably acceptable conditioned upon such Holder’s participation, as applicable, in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities, as applicable, in the Underwritten Offering to the Companyextent provided herein. The Company shall (together with the holders All Holders proposing to distribute their Registrable Securities through such underwriting) Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or managing underwriters selected by the Company for such underwriting in and complete and execute any questionnaires, powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the manner set forth above. The holders terms of Registrable Securities participating in a registration under this Section 8.1 shallsuch underwriting, and furnish to the extent Company such information in writing as the Company may reasonably request for inclusion in any Subsequent Shelf Registration Statement; provided, however, that no Holder who is not an affiliate of the Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the Company or the underwriters other than representations, warranties or agreements (including indemnities) as are customary and reasonably requested by the managing underwriter(s)Company or the underwriters with the understanding that the foregoing shall be several, execute not joint and deliver a custody several, and no such agreement and power of attorney with respect to the Registrable Securities (including indemnities) shall require any Holder to be registered (a "Custody Agreement" and "Power liable for an amount in excess of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing gross proceeds received by such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on Holder through such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreementUnderwritten Offering. Notwithstanding any of the other provisions provision of this Section 8.1Agreement, if the managing underwriter determines and advises the Company underwriters determine in good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then all the managing underwriters may exclude shares (including Registrable Securities) from the Subsequent Shelf Registration Statement and any Common Shares included in a Subsequent Shelf Registration Statement shall be allocated, first, to the Company, second, to each of the holders pursuant to registration rights agreements dated December 8, 2005 and January 9, 2006 between the Company and Mxxxxxx Lxxxx & Co., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and Sxxxxx, Xxxxxxxx & Company, Incorporated (the “Existing Registration Rights Agreements”) requesting inclusion of their registrable securities under the Existing Registration Rights Agreements in such Subsequent Shelf Registration Statement, and third, to each of the Holders hereunder, on a pro rata basis based on the total number of Registrable Securities that have previously elected to participate in then held by each such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registrationHolder requesting inclusion. If any holder of Registrable Securities Holder disapproves of the terms of any Underwritten Offering that is undertaken by the underwritingCompany in accordance with the terms hereof, such holder Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter and underwriter(s), delivered at least five (5) Business Days prior to the other holders who have previously elected to participate effective date of the Subsequent Shelf Registration Statement; provided, however, that if, in the registrationopinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least 10 Business Days prior to the effective date of such Subsequent Shelf Registration Statement. The Any Registrable Securities so withdrawn shall also be excluded or withdrawn from registration; provided that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may Underwritten Offering shall be included in excluded and withdrawn from such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2Subsequent Shelf Registration Statement.

Selection of Underwriter. If The Company shall have the sole right to select the managing or co-lead underwriter(s) for its IPO or any Demand Registration is an underwritten follow-on public offering, the holders regardless of a majority of the whether any Registrable Securities are included in a Subsequent Shelf Registration Statement as provided above. The right of any such Holder's Registrable Securities, as applicable, to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which any Subsequent Shelf Registration Statement pursuant to Section 2(c) shall be reasonably acceptable conditioned upon such Holder's participation, as applicable, in such Underwritten Offering and the inclusion of such Holder's Registrable Securities, as applicable, in the Underwritten Offering to the Companyextent provided herein. The Company shall (together with the holders All Holders proposing to distribute their Registrable Securities through such underwriting) Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or managing underwriters selected by the Company for such underwriting in and complete and execute any questionnaires, powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the manner set forth above. The holders terms of Registrable Securities participating in a registration under this Section 8.1 shallsuch underwriting, and furnish to the extent Company such information in writing as the Company may reasonably request for inclusion in any Subsequent Shelf Registration Statement; provided, however, that no Holder who is not an affiliate of the Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the Company or the underwriters other than representations, warranties or agreements (including indemnities) as are customary and reasonably requested by the managing underwriter(s)Company or the underwriters with the understanding that the foregoing shall be several, execute not joint and deliver a custody several, and no such agreement and power of attorney with respect to the Registrable Securities (including indemnities) shall require any Holder to be registered (a "Custody Agreement" and "Power liable for an amount in excess of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing gross proceeds received by such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on Holder through such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreementUnderwritten Offering. Notwithstanding any of the other provisions provision of this Section 8.1Agreement, if the managing underwriter determines and advises the Company underwriters determine in good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then all the managing underwriters may exclude shares (including Registrable Securities) from the Subsequent Shelf Registration Statement and any Common Shares included in a Subsequent Shelf Registration Statement shall be allocated, first, to the Company, second, to each of the holders pursuant to registration rights agreements dated December 8, 2005 and January 9, 2006 between the Company and Mxxxxxx Lxxxx & Co., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and Sxxxxx, Xxxxxxxx & Company, Incorporated (the "Existing Registration Rights Agreements") requesting inclusion of their registrable securities under the Existing Registration Rights Agreements in such Subsequent Shelf Registration Statement, and third, to each of the Holders hereunder, on a pro rata basis based on the total number of Registrable Securities that have previously elected to participate in then held by each such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registrationHolder requesting inclusion. If any holder of Registrable Securities Holder disapproves of the terms of any Underwritten Offering that is undertaken by the underwritingCompany in accordance with the terms hereof, such holder Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter and underwriter(s), delivered at least five (5) Business Days prior to the other holders who have previously elected to participate effective date of the Subsequent Shelf Registration Statement; provided, however, that if, in the registrationopinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least 10 Business Days prior to the effective date of such Subsequent Shelf Registration Statement. The Any Registrable Securities so withdrawn shall also be excluded or withdrawn from registration; provided that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may Underwritten Offering shall be included in excluded and withdrawn from such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2Subsequent Shelf Registration Statement.

Selection of Underwriter. If The Company shall have the sole right to select the managing or co-lead underwriter(s) for its IPO or any Demand Registration is an underwritten follow-on public offering, the holders regardless of a majority of the whether any Registrable Securities are included in the IPO Registration Statement or a Subsequent Shelf Registration Statement as provided above. The right of any such Qualifying Holder’s or Holder’s Registrable Securities, as applicable, to be included in such registration will select a managing underwriter the IPO Registration Statement or managing underwriters of nationally recognized standing which any Subsequent Shelf Registration Statement, as applicable, pursuant to Section 2(b) or 2(c) shall be reasonably acceptable conditioned upon such Qualifying Holder’s or Holder’s participation, as applicable, in such Underwritten Offering and the inclusion of such Qualifying Holder’s or Holder’s Registrable Securities, as applicable, in the Underwritten Offering to the Companyextent provided herein. The Company shall (together with the holders All Qualifying Holders or Holders, as applicable, proposing to distribute their Registrable Securities through such underwriting) Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the manner set forth above. The holders IPO Registration Statement or any Subsequent Shelf Registration Statement, as applicable; provided, however, that no Qualifying Holder or Holder who is not an affiliate of Registrable Securities participating in a registration under this Section 8.1 shallthe Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the Company or the underwriters other than representations, to the extent required warranties or agreements (including indemnities) as are customary and reasonably requested by the managing underwriter(s)Company or the underwriters with the understanding that the foregoing shall be several, execute not joint and deliver a custody several, and no such agreement and power of attorney with respect to the Registrable Securities (including indemnities) shall require any Qualifying Holder or Holder to be registered (a "Custody Agreement" and "Power liable for an amount in excess of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate gross proceeds received by such Qualifying Holder or certificates representing Holder through such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreementUnderwritten Offering. Notwithstanding any of the other provisions provision of this Section 8.1Agreement, if the managing underwriter determines and advises the Company underwriters determine in good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then all the managing underwriters may exclude shares (including Registrable Securities) from the IPO Registration Statement or a Subsequent Shelf Registration Statement and any Common Shares included in the IPO Registration Statement or a Subsequent Shelf Registration Statement shall be allocated, first, to the Company, and second, to each of the Qualifying Holders or Holders or holders pursuant to the registration rights agreement dated December 8, 2005, between the Company and Mxxxxxx Lxxxx & Co., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and Sxxxxx, Xxxxxxxx & Company, Incorporated (the “December 8, 2005 Registration Rights Agreement”), as applicable, requesting inclusion of their Registrable Securities (or registrable securities under the December 8, 2005 Registration Rights Agreement) in such IPO Registration Statement or Subsequent Shelf Registration Statement, as applicable, on a pro rata basis based on the total number of Registrable Securities that have previously elected to participate in then held by each such registration shall be advised of Holder (or registrable securities under the sameDecember 8, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold 2005 Registration Rights Agreement then held by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registrationa holder thereunder) which is requesting inclusion). If any holder of Registrable Securities Qualifying Holder or Holder, as applicable, disapproves of the terms of any Underwritten Offering that is undertaken by the underwritingCompany in accordance with the terms hereof, such holder Qualifying Holder or Holder, as applicable, may elect to withdraw therefrom by written notice to the Company and the managing underwriter and underwriter(s), delivered at least five (5) Business Days prior to the other holders who have previously elected to participate effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable; provided, however, that if, in the registrationopinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Qualifying Holder or Holder, as applicable, shall be required to deliver such written notice at least 10 Business Days prior to the effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable. The Any Registrable Securities so withdrawn shall also be excluded or withdrawn from registration; provided that if by such Underwritten Offering shall be excluded and withdrawn from the withdrawal of IPO Registration Statement or such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2Subsequent Shelf Registration Statement.

Selection of Underwriter. If any Demand Registration is an underwritten offering, the holders of a majority of the Registrable Securities to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which shall be reasonably acceptable to the Company. The Company shall (together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the manner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, to the extent required by the managing underwriter(s), execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter and the other holders who have previously elected to participate in the registration. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2.,

Selection of Underwriter. If The Company shall have the sole right to select the managing or co-lead underwriter(s) for its IPO or any Demand Registration is an underwritten follow-on public offering, the holders regardless of a majority of the whether any Registrable Securities are included in the IPO Registration Statement or a Subsequent Shelf Registration Statement as provided above. The right of any such Qualifying Holder’s or Holder’s Registrable Securities, as applicable, to be included in such registration will select a managing underwriter the IPO Registration Statement or managing underwriters of nationally recognized standing which any Subsequent Shelf Registration Statement, as applicable, pursuant to Section 2(b) or 2(c) shall be reasonably acceptable conditioned upon such Qualifying Holder’s or Holder’s participation, as applicable, in such Underwritten Offering and the inclusion of such Qualifying Holder’s or Holder’s Registrable Securities, as applicable, in the Underwritten Offering to the Companyextent provided herein. The Company shall (together with the holders All Qualifying Holders or Holders, as applicable, proposing to distribute their Registrable Securities through such underwriting) Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or managing underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the manner set forth above. The holders IPO Registration Statement or any Subsequent Shelf Registration Statement, as applicable; provided, however, that no Qualifying Holder or Holder who is not an affiliate of Registrable Securities participating in a registration under this Section 8.1 shallthe Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the Company or the underwriters other than representations, to the extent required warranties or agreements (including indemnities) as are customary and reasonably requested by the managing underwriter(s)Company or the underwriters with the understanding that the foregoing shall be several, execute not joint and deliver a custody several, and no such agreement and power of attorney with respect to the Registrable Securities (including indemnities) shall require any Qualifying Holder or Holder to be registered (a "Custody Agreement" and "Power liable for an amount in excess of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate gross proceeds received by such Qualifying Holder or certificates representing Holder through such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreementUnderwritten Offering. Notwithstanding any of the other provisions provision of this Section 8.1Agreement, if the managing underwriter determines and advises the Company underwriters determine in good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then all holders the managing underwriters may exclude shares (including Registrable Securities) from the IPO Registration Statement or a Subsequent Shelf Registration Statement and any Common Shares included in the IPO Registration Statement or a Subsequent Shelf Registration Statement shall be allocated, first, to the Company, and second, to each of the Qualifying Holders or Holders, as applicable, requesting inclusion of their Registrable Securities in such IPO Registration Statement or Subsequent Shelf Registration Statement, as applicable, on a pro rata basis based on the total number of Registrable Securities that have previously elected to participate in then held by each such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registrationHolder which is requesting inclusion). If any holder of Registrable Securities Qualifying Holder or Holder, as applicable, disapproves of the terms of any Underwritten Offering that is undertaken by the underwritingCompany in accordance with the terms hereof, such holder Qualifying Holder or Holder, as applicable, may elect to withdraw therefrom by written notice to the Company and the managing underwriter and underwriter(s), delivered at least five (5) Business Days prior to the other holders who have previously elected to participate effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable; provided, however, that if, in the registrationopinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Qualifying Holder or Holder, as applicable, shall be required to deliver such written notice at least 10 Business Days prior to the effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable. The Any Registrable Securities so withdrawn shall also be excluded or withdrawn from registration; provided that if by such Underwritten Offering shall be excluded and withdrawn from the withdrawal of IPO Registration Statement or such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2Subsequent Shelf Registration Statement.

Selection of Underwriter. If any Demand Registration During the Offering Engagement Period (as that term is defined in the engagement letter, dated August 17, 2015 by and between the Company and FBR) and for the period that is the later of (i) nine months from the Closing Date and (ii) the closing of the Company’s initial public offering of equity securities (an underwritten offering“IPO”) (the period ending the later of (i) and (ii) above, the “Post Offering Period”), if the Company conducts an IPO, the Company shall offer FBR the right to act as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (i) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of a majority at least two-thirds of the Registrable Securities Shares, or (ii) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to be included serve as the Lead Underwriter in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be reasonably acceptable named on the cover of any IPO prospectus in the upper left relative to the Company. The Company shall (together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the manner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, to the extent required by the managing underwriter(s), execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any names of the other provisions of this Section 8.1underwriters participating in the IPO, if the managing underwriter determines and advises the Company that marketing factors require a limitation shall manage all of the number of shares to be underwritten“roadshow” logistics, then share allocations and all holders of Registrable Securities stabilization transactions in connection with the IPO; provided, however, that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to FBR will cooperate with the Company and the managing underwriter officers of the Company with respect to their reasonable requests for share allocations in such IPO. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Corporation and FBR on the other holders who have previously elected basis of compensation customarily paid to participate leading investment banks acting as underwriters in similar transactions. If the registrationTrigger Date (as such term herein) is extended pursuant to the terms of this Agreement, the Post Offering Period shall be extended for the same additional term. The Registrable Securities so withdrawn Notwithstanding any provision to the contrary in this Agreement, any amendment to this Section 2(b) shall also be withdrawn from registration; provided that valid only if declared advisable by the withdrawal Board of such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed Directors and approved by the underwriters), then affirmative vote of the Company shall offer to all holders who have included Registrable Securities in shareholders of at least two-thirds of the registration outstanding Shares as contemplated by Section 11.4(g) of the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2Operating Agreement.

Selection of Underwriter. If any Demand Registration is an underwritten offering, the holders of a majority of the Registrable Securities to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which shall be reasonably acceptable to the Company. The Company shall (together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the manner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, to the extent required by the managing underwriter(s), execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the 9 registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter and the other holders who have previously elected to participate in the registration. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2.

Selection of Underwriter. If any Demand Any Company Registration is an underwritten and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s) for such offering, and shall in consultation with the holders of a majority managing underwriter(s) have the power to determine the offering price, the underwriting discounts and commissions, the terms of the Registrable Securities to be included in such underwriting agreement, the timing of the registration will select a managing underwriter or managing underwriters of nationally recognized standing which shall be reasonably acceptable and related offering, counsel to the Company, and all other administrative matters related to the registration and related offering. The To the extent that the HFCP Investors or the Management Voting Trust participates in a Company Registration and related offering pursuant to Section 3.1, the HFCP Investors and the Management Voting Trust, as the case may be, shall (together with the holders proposing to distribute enter into, and sell their Registrable Securities through Shares only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such underwriting) enter into an underwriting agreement in customary form with other actions as may be reasonably necessary to effect the underwriter or underwriters selected for such underwriting HFCP Investors' and Management Voting Trust's respective participation in the manner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, offering and to provide any assurances reasonably requested by the extent required by Company and the managing underwriter(s)) in that regard, execute and or shall deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit Company in custody with the custodian named therein a certificate or certificates representing such all Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority Shares to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, execute and deliver to the Company a custody agreement and a power of attorney, each in form and substance appropriate for the purpose of effecting the HFCP Investors' and Management Voting Trust's respective amounts of Registrable Securities that were proposed participation in the Company Registration and related offering and otherwise reasonably satisfactory to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registrationCompany. If any holder of Registrable Securities the HFCP Investors or the Management Voting Trust disapproves of the terms features of the underwritingCompany Registration and related offering, such holder the HFCP Investors or the Management Voting Trust, as the case may be, may elect to withdraw therefrom (in whole or part) by written notice to the Company and the managing underwriter underwriter(s) delivered no later than three (3) days prior to the effectiveness of the applicable registration statement and the other holders who have previously elected to participate in Registrable Shares of the registration. The Registrable Securities so withdrawn HFCP Investors or the Management Voting Trust, as the case may be, shall also thereupon be withdrawn from such registration; provided that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to a maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 8.1.2.