Common use of Underwriting Agreement Clause in Contracts

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company In connection with each registration pursuant to Sections 17.1 covering an underwritten registered offering, (i) each participating Stockholder shall execute and deliver to AmPaM a written power of attorney instrument that (A) appoints an officer of AmPaM as such Stockholder's attorney-in-fact for purposes of executing and delivering an underwriting agreement among AmPaM, the underwriters named therein and such Stockholder specifying the terms and conditions applicable to the sale of AmPaM Stock of such Stockholder in such offering and (B) otherwise is in such form and containing such provisions as are customary in the securities business for such an arrangement in connection with an underwritten registered offering in which one or more stockholders of the issuer are participants, including a provision that authorizes the attorney-in-fact appointed by such Stockholder to execute and deliver such an underwriting agreement in the event that the net price per share to be received by such Stockholder from the sale of the shares of AmPaM Stock to be sold in such offering is not less than a price specified in such instrument and (iii) AmPaM and each participating Stockholder agree to enter into an underwriting a written agreement with the managing underwriter(s)underwriters in such form and containing such provisions as are customary in the securities business for such an arrangement between such managing underwriters and companies of AmPaM's size and investment stature, if anyincluding indemnification; provided, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5however, which managing underwriter that (A) such Stockholder shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form exempt and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements excluded from any indemnification of that type used by the managing underwriter. The Holders shall be parties underwriters other than with respect to information provided by such Stockholder with respect to such Stockholder to AmPaM or the managing underwriters 57 66 specifically for inclusion in any underwriting agreement relating to an underwritten sale of their Registrable Securities such registration statement and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of (B) such underwriters shall also be made to and for the benefit of such Holders. Such Holders Stockholder shall not be required obligated to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to enter into such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully an underwriting agreement in the preparation event that the net price per share to be received by such Stockholder from the sale of shares of AmPaM Stock to be sold in such offering is less than the registration statement floor price specified in the power of attorney instrument executed and other documents relating delivered to any offering in which they include securities AmPaM pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesclause (i) above.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributiondistribution or as are customarily required of selling shareholders in a firm commitment underwritten offering. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any Underwritten Offering of Registrable Securities pursuant to a registration requested under Section 4 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form contain representations and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms and provisions not inconsistent with this Agreement as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 8 hereof; and the Company will cooperate with such Holders of Registrable Securities to the end that type used by the managing underwriterconditions precedent to the obligations of such Holders of Registrable Securities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to secondary distributions and shall be otherwise reasonably satisfactory to such Holders. The Holders on whose behalf shares of Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and maythe representations and warranties by, at their option, require that any or all and the representations, warranties and covenants other agreements on the part of the Company to or and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such HoldersHolders selling Registrable Securities. Such Holders shall not be required by the Company to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate (including any restrictions on sales inconsistent with Section 5(c) hereof) other than reasonable representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities and such Holder's intended method or methods of disposition and any other representation required by law. If requested by the underwriters for any Underwritten Offering of Registrable Securities pursuant to a registration under Section 2 hereof, the Holders on whose behalf shares of Registrable Securities are to be distributed by such underwriters shall execute and deliver to such Holders underwriters and their intended methods of distribution. Such Holdersthe Company an Underwriting Agreement, however, shall agree subject to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully limitations set forth in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiespreceding two sentences.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 5, 6 and 8, to the extent that the Shareholders selling Registrable Shares (or ADSs representing Registrable Shares) 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 (it is understood and agreed that, for purposes of this clause (a), any indemnification provisions in any such underwriting or similar agreement that does not provide for the indemnification by the Company of a seller of Registrable Shares (or ADSs representing Registrable Shares) and other Persons or the indemnification by the seller of Registrable Shares (or ADSs representing Registrable Shares) of the Company and other Persons shall not supersede Section 8(a) or 8(b) above), the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Sections 2 or 3 is requested to be an underwritten offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter underwriters thereof. The Company shall be reasonably entitled to receive indemnities from lead institutions, underwriters, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customary given their role in such distribution. (c) No Shareholder may participate in any registration hereunder that is underwritten unless such Shareholder agrees to (i) sell Registrable Shares (or ADSs representing such Shareholder’s Registrable Shares) proposed to be included therein on the basis provided in any underwriting arrangements acceptable to the Company. Such agreement shall be reasonably satisfactory in form Company and substance to the CompanyMajority of Shareholders and (ii) as expeditiously as possible, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by notify the Company and of the occurrence of any event concerning such other terms Shareholder as are customarily contained in agreements a result of that type used by which the managing underwriter. The Holders shall be parties to any underwriting agreement Prospectus relating to such registration contains an underwritten sale untrue statement of their Registrable Securities and maya material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, at their option, require that any or all the representations, warranties and covenants in light of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in circumstances under which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itselfwere made, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesnot misleading.

Underwriting Agreement. The If an underwritten offering is requested pursuant to Section 5.1, the Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5Holders, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each participating Holder and such managing underwritersunderwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The participating Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for of selling stockholders securityholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities Registrable Securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which co-managing underwriter underwriters shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 4.3, 4.4 and 4.6, to the extent that the Stockholders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement that contains provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Sections 4.1 is requested to be an underwritten Public Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Companyunderwriters thereof. Such underwriting agreement shall be reasonably satisfactory in form and substance to the CompanyFirst Reserve, each Holder and or if First Reserve is not participating in such managing underwritersoffering, holders of a majority of Registrable Securities included in such offering, and shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the part of, the Company and such other terms as are customarily contained generally prevailing in agreements of that type used by type. Any Stockholder participating in the managing underwriter. The Holders offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and mayand, at their its option, may require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the other agreements on the part of, the Company to or and for the benefit of such underwriters also shall also be made to and for the benefit of such Holders. Such Holders 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 Stockholder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a selling Stockholder for inclusion in the registration statement. No Stockholder shall be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate other than representations, warranties or agreements regarding such Stockholder, its ownership of and title to such Holders the Registrable Securities and their its intended methods method of distribution; and any liability of such Stockholder 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 be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives from such registration. Such HoldersThe Company shall be entitled to receive indemnities from lead institutions, howeverunderwriters, shall agree to such covenants selling brokers, dealer managers and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully similar securities industry professionals participating in the preparation of distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customarily given their role in such distribution. (c) No Stockholder may participate in any registration statement and other documents relating hereunder that is underwritten unless such Stockholder agrees to sell such Stockholder’s Registrable Shares proposed to be included therein on the basis provided in any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish underwriting arrangements reasonably acceptable to the Company and, to the extent First Reserve is participating in such information regarding itselfregistration, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable SecuritiesFirst Reserve.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 5, 6 and 8, to the extent that the Shareholders selling Registrable Shares 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 (it is understood and agreed that, for purposes of this clause (a), any indemnification provisions in any such underwriting or similar agreement that does not provide for the indemnification by the Company of a seller of Registrable Shares and other Persons or the indemnification by the seller of Registrable Shares of the Company and other Persons shall not supersede Section 8(a) or 8(b) above), the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Sections 2 or 3 is requested to be an Underwritten Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter underwriters thereof. The Company shall be reasonably entitled to receive indemnities from lead institutions, underwriters, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customary given their role in such distribution. (c) No Shareholder may participate in any registration hereunder that is underwritten unless such Shareholder agrees to (i) sell Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements acceptable to the Company. Such agreement shall be reasonably satisfactory in form Company and substance to the CompanyMajority of Shareholders and (ii) as expeditiously as possible, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by notify the Company and of the occurrence of any event concerning such other terms Shareholder as are customarily contained in agreements a result of that type used by which the managing underwriter. The Holders shall be parties to any underwriting agreement Prospectus relating to such registration contains an underwritten sale untrue statement of their Registrable Securities and maya material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, at their option, require that any or all the representations, warranties and covenants in light of the Company to or for circumstances under which they were made, not misleading. Notwithstanding the benefit of such underwriters foregoing, no Shareholder shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate (other than representations and warranties regarding (i) such Shareholder’s ownership of Registrable Shares to be transferred free and clear of all liens, claims and encumbrances created by such Shareholder, (ii) such Shareholder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holders Shareholder’s compliance with securities laws as reasonably may be requested and their (iv) such Shareholder’s intended methods method of distribution. Such Holders, however, shall agree ) or to such covenants and undertake any indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itselfwith respect thereto, the Registrable Securities held by it, and the intended method of disposition of such securities except as shall be reasonably required to effect the registration of the Registrable Securitiesotherwise provided in Section 8 hereof.

Underwriting Agreement. The Company (a) Notwithstanding any provisions of this Agreement, to the extent that in connection with a proposed sale of Registrable Shares which have been registered with the Commission pursuant to this Agreement, the holders of Registrable Shares shall enter into an underwriting agreement or similar agreement that contains customary provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting agreement or similar agreement. (b) In connection with any proposed sale through an underwritten offering of Registrable Shares which have been registered with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered Commission pursuant to this Section 5Agreement through an underwritten offering, which managing underwriter the Company shall negotiate in good faith and enter into a reasonable and customary underwriting agreement with the underwriters thereof. The Company shall be reasonably acceptable entitled to receive customary indemnities from lead underwriters, selling brokers, dealer managers and similar security industry professionals participating in the distribution, to the Company. Such agreement shall be reasonably satisfactory in form and substance same extent as provided above with respect to the Company, each Holder and information so furnished in writing by such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained Persons specifically for inclusion in agreements of that type used by the managing underwriter. The Holders shall be parties to any prospectus or registration statement. (c) No underwriting agreement relating to an underwritten (or other agreement in connection with a proposed sale of their Registrable Securities and may, at their option, Shares) shall require that any or all the representations, warranties and covenants holder of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required Registrable Shares to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate other than representations, warranties or agreements regarding such holder, the ownership of such holder’s Registrable Shares and such holder’s intended method or methods of disposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by such holder hereunder unless, in each case and to the extent a holder is allowed by applicable law, the Majority Demanding Holders have agreed to such representations, warranties or other agreements, in which case, such additional representations, warranties and other agreements shall be limited in scope to the additional representations, warranties and other agreements that the Majority Demanding Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesprovide.

Underwriting Agreement. The (a) If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2 or 3, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the CompanySelling Holders, each Holder the Managing Underwriter and such managing underwriters, the Company and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall not also be required conditions precedent to the obligations of such holders of Registrable Securities. (b) No underwriting agreement referred to in Section 6(a) above (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8(b).

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 55.1, which managing underwriter shall be reasonably acceptable to the Company. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter Enter into such agreements (including an underwriting agreement with in form, scope and substance as is customary in Underwritten Offerings) and take all such other actions in connection therewith (including those reasonably requested by any managing underwriters and the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities, and whether or not an underwriting agreement is entered into, (i) make such representations and warranties to such Holders and such underwriters as are customarily made by issuers to underwriters in underwritten public offerings, and confirm the same if and when requested; (ii) in the case of an Underwritten Offering obtain and deliver copies thereof to the managing underwriter(s)underwriters, if any, selected or in the case of non-Underwritten Offerings, if reasonably requested by the selling Holders (and at the expense of such selling Holders), obtain and deliver copies thereof to such selling Holders, of opinions of counsel to the Company and updates thereof addressed to each such underwriter, in form, scope and substance reasonably satisfactory to any such managing underwriters and Special Counsel to the selling Holders whose covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such Special Counsel and underwriters; (iii) immediately prior to the effectiveness of the Registration Statement, and, in the case of an Underwritten Offering, at the time of delivery of any Registrable Securities are being registered sold pursuant to this Section 5thereto, which managing underwriter shall be and, in the case of non-Underwritten Offerings, at such time as the selling Holders may reasonably acceptable request (and at the expense of such selling Holders), obtain and deliver copies to the Company. Such agreement shall be reasonably satisfactory Holders and the managing underwriters, if any, of "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if required, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data is, or is required to be, included in the Registration Statement), addressed to each of the underwriters, if any, in form and substance as are customary in connection with Underwritten Offerings; (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the Companyselling Holders and the underwriters, each Holder if any, than those set forth in Section 5 (or such other provisions and such procedures acceptable to the managing underwriters, if any, and shall contain Holders of a majority of Registrable Securities participating in such representations, warranties Underwritten Offering; and covenants (v) deliver such documents and certificates as may be reasonably requested by the Company and such other terms as are customarily contained in agreements Holders of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale a majority of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by itbeing sold, their Special Counsel and any managing underwriters to evidence the intended method of disposition of such securities as shall be reasonably required to effect the registration continued validity of the Registrable Securitiesrepresentations and warranties made pursuant to clause 3(1)(i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 6 and 8, to the extent that the Purchasers selling Registrable Shares 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 Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Section 2 is requested to be an underwritten offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter underwriters thereof. The Company shall be reasonably entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customary given their role in such distribution. (c) No Purchaser may participate in any registration hereunder that is underwritten unless such Purchaser agrees to (i) sell such Purchaser's Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements acceptable to the Company. Such agreement shall be reasonably satisfactory in form Company and substance to the CompanyCVCA and (ii) as expeditiously as possible, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by notify the Company and of the occurrence of any event concerning such other terms Purchaser as are customarily contained in agreements a result of that type used by which the managing underwriter. The Holders shall be parties to any underwriting agreement Prospectus relating to such registration contains an underwritten sale untrue statement of their Registrable Securities and maya material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, at their option, require that any or all the representations, warranties and covenants in light of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in circumstances under which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itselfwere made, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesnot misleading.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to the Xxxxx Stockholders. Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock (computed on a fully diluted basis) at the time of such offering and any other holder of Registrable Securities selling shares of Common Stock in such underwritten offering requested by such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as a director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders If any condition to the obligations under such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the holders of Registrable Securities requesting a demand registration pursuant to Section 3.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1. No such holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 3.4(e) and representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesdistribution.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Sections 7.1, 7.2, or 7.6 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to Xxxxx (unless Xxxxx is not participating in such registration, each Holder and in which case, counsel to the Non-Xxxxx Stockholders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 7.12. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock (computed on a fully-diluted basis) at the time of such offering and any other holder of Registrable Securities requested by such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities7.12(b).

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s)underwriter, if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters underwriter shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter except as they may relate to such Holders Holders, their securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Investor Stockholders which are selling Registrable Securities pursuant to such registration and such managing underwriters, to the underwriters and shall to contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require either Investor Stockholder to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1(a), the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling stockholders requesting a demand registration pursuant to Section 3.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 3.4(e) and 3.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(sunder-writer(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters under-writers shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations repre-sentations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 5.4, 5.5 and 5.7, to the extent that the Stockholders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement that contains provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Sections 5.1 or 5.3 is requested to be an underwritten Public Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s)underwriters thereof. The Company shall make such representations and warranties to the holders of Registrable Securities being registered, and the underwriters or agents, if any, selected in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings and take any Holders whose other actions as such holders, or the underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities are being registered pursuant to this Section 5, which managing underwriter Securities. The Company and its Subsidiaries shall be entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customarily given their role in such distribution. (c) No Stockholder may participate in any registration hereunder that is underwritten unless such Stockholder agrees to sell such Stockholder’s Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements reasonably acceptable to the Company. Such agreement shall be Company in the case of an offering of Primary Shares, or, in the case of an offering pursuant to Section 5.1 hereof, reasonably satisfactory in form and substance acceptable to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable SecuritiesRequesting Stockholders.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 5, 6 and 7, to the extent that the Unitholders selling Registrable Units 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 Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Partnership if the Partnership is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Section 2 or Section 4 is requested to be an underwritten offering, the Partnership shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter underwriters thereof. The Partnership shall be reasonably acceptable entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the Company. Such agreement shall be reasonably satisfactory same extent as provided above with respect to information so furnished in form writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and substance to the Company, each Holder and extent customary given their role in such managing underwriters, and distribution. No holder of Registrable Units shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to to, or agreements with with, the Company Partnership, other than representations, warranties or agreements regarding the underwriters except as they may relate to identity of such Holders and their intended methods of distribution. Such Holders, however, shall agree to holder or such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Furtherholder's Registrable Units, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition distribution or any other representations, warranties or agreements required by applicable law or any other representations and warranties relating specifically to the information provided by such holder. (c) No Unitholder may participate in any registration hereunder that is underwritten unless such Unitholder agrees to (i) sell such Unitholder's Registrable Units proposed to be included therein on the basis provided in any underwriting arrangements acceptable to the Partnership and the Unitholders and (ii) as expeditiously as possible, notify the Partnership of the occurrence of any event concerning such securities Unitholder as shall be reasonably a result of which the Prospectus relating to such registration contains an untrue statement of a material fact or omits to state a material fact required to effect be stated therein or necessary to make the registration statements therein, in light of the Registrable Securitiescircumstances under which they were made, not misleading.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such HoldersHowever, however, such Holders shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company In connection with each registration pursuant to Sections 17.1 covering an underwritten registered offering, (i) each participating Stockholder shall execute and deliver to AmPaM a written power of attorney instrument that (A) appoints an officer of AmPaM as such Stockholder's attorney-in-fact for purposes of executing and delivering an underwriting agreement among AmPaM, the underwriters named therein and such Stockholder specifying the terms and conditions applicable to the sale of AmPaM Stock of such Stockholder in such offering and (B) otherwise is in such form and containing such provisions as are customary in the securities business for such an arrangement in connection with an underwritten registered offering in which one or more stockholders of the issuer are participants, including a provision that authorizes the attorney-in-fact appointed by such Stockholder to execute and deliver such an underwriting agreement in the event that the net price per share to be received by such Stockholder from the sale of the shares of AmPaM Stock to be sold in such offering is not less than a price specified in such instrument and (iii) AmPaM and each participating Stockholder agree to enter into an underwriting a written agreement with the managing underwriter(s)underwriters in such form and containing such provisions as are customary in the securities business for such an arrangement between such managing underwriters and companies of AmPaM's size and investment stature, if anyincluding indemnification; provided, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5however, which managing underwriter that (A) such Stockholder shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form exempt and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements excluded from any indemnification of that type used by the managing underwriter. The Holders shall be parties underwriters other than with respect to information provided by such Stockholder with respect to such Stockholder to AmPaM or the managing underwriters specifically for inclusion in any underwriting agreement relating to an underwritten sale of their Registrable Securities such registration statement and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of (B) such underwriters shall also be made to and for the benefit of such Holders. Such Holders Stockholder shall not be required obligated to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to enter into such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully an underwriting agreement in the preparation event that the net price per share to be received by such Stockholder from the sale of shares of AmPaM Stock to be sold in such offering is less than the registration statement floor price specified in the power of attorney instrument executed and other documents relating delivered to any offering in which they include securities AmPaM pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesclause (i) above.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter underwriter(s) shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwritersunderwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities Registrable Securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 56, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 56. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1, the Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Companyunderwriters for such offering. Such Any such underwriting agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the part of, the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 6. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Management Stockholders in their capacities as stockholders and/or controlling persons shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities6.2.

Underwriting Agreement. The If the Company shall enter into an underwriting agreement with at any time proposes to register any of its securities under the managing underwriter(s)Act as contemplated by Paragraph 1 and such securities are to be distributed by or through one or more underwriters or if the Company at any time is required to register any of its securities under the Act as contemplated by Paragraph 2, if anythe Company will, selected by any Holders whose subject to the provisions of subdivision (b) of Paragraph 1 or subdivision (c) of Paragraph 2, use its best efforts to arrange for such underwriters to include the Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable offered and sold by each holder among the securities to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and distributed by such managing underwriters, and each holder of Registrable Securities agrees, by acquisition of such Registrable Securities, that all Registrable Securities of such holder to be included in such registration shall contain be distributed and sold through such representations, warranties and covenants underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities underwriters and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the other agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Such Holders No holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representation required to effect the registration of the Registrable Securitiesby law.

Underwriting Agreement. The Company shall enter Enter into such agreements (including an underwriting agreement with in form, scope and substance as is customary in Underwritten Offerings) and take all such other actions in connection therewith (including those reasonably requested by any managing underwriters and the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities, and whether or not an underwriting agreement is entered into, (i) make such representations and warranties to such Holders and such underwriters as are customarily made by issuers to underwriters in underwritten public offerings, and confirm the same if and when requested; (ii) in the case of an Underwritten Offering obtain and deliver copies thereof to the managing underwriter(s)underwriters, if any, selected or in the case of non-Underwritten Offerings, if reasonably requested by the selling Holders, obtain and deliver copies thereof to such selling Holders, of opinions of counsel to the Company and updates thereof addressed to each such underwriter, in form, scope and substance reasonably satisfactory to any such managing underwriters and counsel to the selling Holders whose covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such counsel and underwriters; (iii) immediately prior to the effectiveness of the Registration Statement, and, in the case of an Underwritten Offering, at the time of delivery of any Registrable Securities are being registered sold pursuant to this Section 5thereto, which managing underwriter shall be and, in the case of non-Underwritten Offerings, at such time as the selling Holders may reasonably acceptable request, obtain and deliver copies to the Company. Such agreement shall be reasonably satisfactory Holders and the managing underwriters, if any, of "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if required, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data is, or is required to be, included in the Registration Statement), addressed to each of the underwriters, if any, in form and substance as are customary in connection with Underwritten Offerings; (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the Companyselling Holders and the underwriters, each Holder if any, than those set forth in Section 5 (or such other provisions and such procedures acceptable to the managing underwriters, if any, and shall contain holders of a majority of Registrable Securities participating in such representations, warranties Underwritten Offering; and covenants (v) deliver such documents and certificates as may be reasonably requested by the Company and such other terms as are customarily contained in agreements Holders of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale a majority of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by itbeing sold, their counsel and any managing underwriters to evidence the intended method of disposition of such securities as shall be reasonably required to effect the registration continued validity of the Registrable Securitiesrepresentations and warranties made pursuant to clause 3(1)(i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of SECTION 8, to the extent that the Investors in a proposed registration shall enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in SECTION 8 of this Agreement, then the provisions contained in SECTION 8 of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration (but only to the extent covered by such underwriting or similar agreement), but this provision shall not apply to the Corporation if the Corporation is not a party to the underwriting or similar agreement. (b) If any registration pursuant to SECTIONS 2 or 3 is requested to be an underwritten offering, the Corporation shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter underwriters thereof. The Corporation shall be reasonably entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customary given their role in such distribution. (c) No holder of such Registrable Shares may participate in any registration hereunder that is underwritten unless such holder agrees to (i) sell such holder's Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements acceptable to the Company. Such agreement shall Corporation and a majority of the holders of Registrable Shares initiating such request based on the number of Registrable Shares so requested to be reasonably satisfactory in form registered and substance to (ii) as expeditiously as possible, notify the Company, each Holder and Corporation of the occurrence of any event concerning such managing underwriters, and shall contain such representations, warranties and covenants by holder as a result of which the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement Prospectus relating to such registration contains an underwritten sale untrue statement of their Registrable Securities and maya material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, at their option, require that any or all the representations, warranties and covenants in light of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in circumstances under which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itselfwere made, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesnot misleading.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany's size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder's securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants Persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder's Eligible Securities, such Holder's ability to transfer title to such Holders Holder's Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder's intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to any Stockholder participating in such registration (unless none of the Stockholders is participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the part of, the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each Stockholder and each other holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Stockholders in their capacities as stockholders and/or controlling persons shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for a Fully Marketed Underwritten Offering, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder and such managing underwriters, and shall to contain such representations, representations and warranties and covenants by the Company and such other terms as are customarily contained generally prevailing in agreements of that type used by type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders of Registrable Shares participating in the Fully Marketed Underwritten Offering shall be parties to any such underwriting agreement relating to an underwritten sale agreement; provided, however, that no such Holder of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters Shares shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters except underwriters, other than representations, warranties or agreements regarding the identity of such Holders, such Holders’ Registrable Shares and such Holders’ intended method of distribution and any other representation, warranty or agreement required by law or as they set forth in this Agreement. No Holder may relate participate in the Fully Marketed Underwritten Offering unless such Holder agrees to sell its Registrable Shares on the basis provided in such Holders underwriting agreement and their intended methods completes and executes all questionnaires, powers of distribution. Such Holdersattorney, indemnities and other documents reasonably required under the terms of such underwriting agreement, provided, however, that no such Holder of Registrable Shares shall agree be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than representations, warranties or agreements regarding the identity of such Holders, such Holders’ Registrable Shares and such Holders’ intended method of distribution and any other representation, warranty or agreement required by law or as set forth in this Agreement. Each participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such participating Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. To the extent that the Holders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in this Agreement, the provisions contained in this Agreement addressing such issue or issues shall be of no force and effect with respect to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Furtherregistration, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to but this Section 5. Each Holder shall also furnish provision will not apply to the Company such information regarding itself, if the Registrable Securities held by it, and Company is not a party to the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.underwriting or similar agreement

Underwriting Agreement. The If requested by the underwriters for ---------------------- any underwritten offering pursuant to a registration requested under Sections 1.1 or 2 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to Endo LLC. Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9 hereof. The Holders holders of a majority of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require Endo LLC , in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2 hereof.

Underwriting Agreement. The Company (a) Notwithstanding any provisions of this Agreement, to the extent that in connection with a proposed sale of Registrable Shares which have been registered with the Commission pursuant to this Agreement, the holders of Registrable Shares shall enter into an underwriting agreement or similar agreement that contains customary provisions covering one or more issues addressed in this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Corporation if the Corporation is not a party to the underwriting agreement or similar agreement. In such event, the right of any holder of Registrable Shares to include such holder’s Registrable Shares in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Shares in the underwriting to the extent provided herein, subject to the provisions of Section 9(c). (b) In connection with any proposed sale through an underwritten offering of Registrable Shares which have been registered with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered Commission pursuant to this Section 5Agreement through an underwritten offering, which managing underwriter the Corporation shall negotiate in good faith and enter into a reasonable and customary underwriting agreement with the underwriters thereof. The Corporation shall be reasonably acceptable entitled to receive customary indemnities from lead underwriters, selling brokers, dealer managers and similar security industry professionals participating in the distribution, to the Company. Such agreement shall be reasonably satisfactory in form and substance same extent as provided above with respect to the Company, each Holder and information so furnished in writing by such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained Persons specifically for inclusion in agreements of that type used by the managing underwriter. The Holders shall be parties to any prospectus or registration statement. (c) No underwriting agreement relating to an underwritten (or other agreement in connection with a proposed sale of their Registrable Securities and may, at their option, Shares) shall require that any or all the representations, warranties and covenants holder of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required Registrable Shares to make any representations or warranties to or agreements with the Company Corporation or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Shares and their such holder’s intended method or methods of distributiondisposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by such holder hereunder. Such Holders, however, shall agree Notwithstanding anything to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully contrary in the preparation of foregoing, neither the registration statement and FF Investor nor the FF Beneficial Investor shall be required to execute any agreement, instrument or other documents relating to any offering in which they include securities document pursuant to this Section 5. Each Holder shall also furnish to 9 unless such agreement, instrument or other document contains a limitation of liability provision in the Company such information regarding itself, the Registrable Securities held by it, and the intended method form of disposition of such securities as shall be reasonably required to effect the registration of the Registrable SecuritiesSection 24.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 55.1.1, which managing underwriter shall underwriter(s) must be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by type. For the managing underwriteravoidance of doubt, Holder may not require the Company to accept terms, conditions or provisions in any such agreement which the Company determines are not reasonably acceptable to the Company, notwithstanding anything contained herein to the contrary. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders Holder, its title to the securities being registered, and their its intended methods of distribution. Such HoldersHolders shall, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwritertype. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully and on a timely basis in the preparation of the registration statement and other documents relating to any offering in which they include securities their Registrable Securities pursuant to this Section 5. Each such Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the its Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1.1(a), the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of LLC Units) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 1.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling LLC Unitholders requesting a demand registration pursuant to Section 1.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 1.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 1.4(e) and 1.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securities.by applicable law. 11 102

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 3.3, 3.4 and 3.6, to the extent that the Stockholders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement that contains provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Section 3.1 is requested to be an underwritten Public Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Companyunderwriters thereof. Such underwriting agreement shall be reasonably satisfactory in form and substance to the CompanyStockholder requesting registration, each Holder and or if such managing underwritersStockholder is not participating in such offering, holders of a majority of Registrable Securities included in such offering, and shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the part of, the Company and such other terms as are customarily contained generally prevailing in agreements of that type used by type. Any Stockholder participating in the managing underwriter. The Holders offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and mayand, at their its option, may require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the other agreements on the part of, the Company to or and for the benefit of such underwriters also shall also be made to and for the benefit of such Holders. Such Holders 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 Stockholder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a selling Stockholder for inclusion in the registration statement. No Stockholder shall be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate other than representations, warranties or agreements regarding such Stockholder, its ownership of and title to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the its intended method of disposition distribution; and any liability of such securities as Stockholder 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 be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives from such registration. The Company shall be entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customarily given their role in such distribution. (c) No Stockholder may participate in any registration hereunder that is underwritten unless such Stockholder agrees to sell such Stockholder’s Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements reasonably required acceptable to effect the registration of the Registrable SecuritiesCompany.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. (c) The Company shall enter into an underwriting agreement with Seller will make (or will cause the managing underwriter(sIssuer to make) generally available to the Noteholders (the sole Noteholders being the applicable clearing agency in the case of Book-Entry Notes (as defined in Appendix A to the Sale and Servicing Agreement)), if anyin each case as soon as practicable, selected by any Holders whose Registrable Securities are being registered pursuant to this a statement which will satisfy the provisions of Section 5, which managing underwriter shall be reasonably acceptable 11 (a) of the Act and Rule 158 of the Commission with respect to the Company. Such agreement shall be reasonably satisfactory in form and substance Notes. (d) The Seller will furnish to the CompanyRepresentatives copies of the Registration Statement (at least one copy to be delivered to the Representatives will be conformed and will include all documents and exhibits thereto or incorporated by reference therein), each Holder and such managing underwritersthe Preliminary Prospectus, the Prospectus, and shall contain all amendments and supplements to such representationsdocuments, warranties in each case as soon as available and covenants by in such quantities as the Company Representatives may reasonably request. (e) The Seller will assist the Underwriters in arranging for the qualification of the Notes for sale and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale determination of their Registrable Securities eligibility for investment under the laws of such jurisdictions as the Representatives may designate and may, at their option, require that any or all will continue to assist the representations, warranties and covenants of the Company to or Underwriters in maintaining such qualifications in effect so long as required for the benefit of such underwriters distribution; provided, however, that neither the Seller nor the Issuer shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make qualify to do business in any representations jurisdiction where it is now not qualified or warranties to take any action which would subject it to general or agreements with the Company unlimited service of process in any jurisdiction in which it is now not subject to service of process or the underwriters except as they may relate to such Holders and their intended methods file a general consent to service of distribution. Such Holders, however, shall agree process in any jurisdiction in which it is now not subject to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements service of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation process. (f) If filing of the registration statement Preliminary Prospectus or Prospectus or any portion thereof is required under Rule 424(b) of the Commission, the Seller will file the Preliminary Prospectus or Prospectus, properly completed, and other documents relating to any offering in which they include securities supplement thereto, pursuant to this Section 5. Each Holder shall also Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representatives of such timely filing. (g) So long as any of the Notes are outstanding, the Seller or COAF, as applicable, will furnish to the Company Underwriters, by first-class mail, as soon as practicable: (i) all documents required to be distributed to the Noteholders; and (ii) from time to time, such other information regarding itselfconcerning the Seller, COAF or the Issuer as the Underwriters may reasonably request. (h) The Seller and COAF will apply the net proceeds from the sale of the Notes as set forth in the Prospectus. (i) At the time of the execution and delivery of each subsequent transfer, the Registrable Securities held related Subsequent Receivables will have been duly and validly assigned to the Indenture Trustee in accordance with the Indenture; and when such assignment is effected, a duly and validly perfected transfer of all such Subsequent Receivables subject to no prior lien, mortgage, security interest, pledge charge or other encumbrance created by it, and COAF or the intended method of disposition of such securities as shall be reasonably required to effect the registration Seller will have occurred. As of the Registrable Securitiesrelated Funding Date, each of the related Subsequent Receivables will meet the eligibility criteria described in the Prospectus.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of Registrable Securities constituting a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 1.6 and holdback arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling stockholders requesting a demand registration pursuant to Section 1.1, such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 1.1(a), Section 1.1(b) or Section 1.1(f). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 1.6(b) and Section 1.7, representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder’s intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5type. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 57, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 57. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall (a) Notwithstanding the provisions of Sections 7 and 8, to the extent that the Holders selling Registrable Securities in a proposed registration shall, to the fullest extent permitted by applicable law, enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in such Sections of this Agreement (it is understood and agreed that, for purposes of this clause (a), any indemnification provisions in any such underwriting or similar agreement that does not provide for the indemnification by the Company of a seller of Registrable Securities and other Persons or the indemnification by the seller of Registrable Securities of the Company and other Persons shall not supersede Section 8(a) or 8(b) above), the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Sections 2 or 3 is requested to be an Underwritten Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s)underwriters thereof. The Company shall, if anyto the fullest extent permitted by applicable law, selected be entitled to receive indemnities from lead institutions, underwriters, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Holders whose Prospectus or Registration Statement and to the extent customary given their role in such distribution. (c) No Holder may participate in any registration hereunder that is underwritten unless such Holder agrees to (i) sell Registrable Securities are being registered pursuant proposed to this Section 5, which managing underwriter shall be reasonably included therein on the basis provided in any underwriting arrangements acceptable to the Company. Such agreement shall be reasonably satisfactory in form Company and substance to the Companya Holder Majority and (ii) as expeditiously as possible, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by notify the Company and of the occurrence of any event concerning such other terms Holder as are customarily contained in agreements a result of that type used by which the managing underwriter. The Holders shall be parties to any underwriting agreement Prospectus relating to such registration contains an underwritten sale untrue statement of their Registrable Securities and maya material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, at their option, require that any or all the representations, warranties and covenants in light of the Company to or for circumstances under which they were made, not misleading. Notwithstanding the benefit of such underwriters foregoing, no Holder shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate (other than representations and warranties regarding (i) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holders Holder’s compliance with securities laws as reasonably may be requested and their (iv) such Holder’s intended methods method of distribution. Such Holders, however, shall agree ) or to such covenants and undertake any indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itselfwith respect thereto, the Registrable Securities held by it, and the intended method of disposition of such securities except as shall be reasonably required to effect the registration of the Registrable Securitiesotherwise provided in Section 8 hereof.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany’s size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder’s securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder’s Eligible Securities, such Holder’s ability to transfer title to such Holders Holder’s Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder’s intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Sections 2.3 and 2.6, to the extent that any Seller selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement that contains provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If an offering of Registrable Shares for which the gross proceeds are reasonably expected to be in excess of forty million dollars ($40,000,000) under a registration pursuant to Section 2.1 is requested to be an underwritten Public Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Companyunderwriters thereof. Such underwriting agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, Designated Representative and shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the part of, the Company and such other terms as are customarily contained generally prevailing in agreements of that type used by type. Any Seller participating in the managing underwriter. The Holders offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and mayand, at their its option, may require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the other agreements on the part of, the Company to or and for the benefit of such underwriters also shall also be made to and for the benefit of such Holders. Such Holders Seller 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 Seller; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Seller for inclusion in the registration statement. No Seller shall be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders Seller, its ownership of and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish title to the Company such information regarding itself, the Registrable Securities held by it, Shares and the its intended method of disposition distribution; and any liability of such securities as Seller 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 be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives from such offering. The Company shall be entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customarily given their role in such distribution. (c) No Seller may participate in any registration hereunder that is underwritten unless such Seller agrees to sell such Seller’s Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements reasonably required acceptable to effect the registration of the Registrable SecuritiesCompany.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Section 2, 3 or 4, the Company shall and each selling Holder of Eligible Securities agrees to enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany's size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and maypursuant to Section 2, at their option, require that 3 or 4 hereof unless such Holder agrees to sell such Holder's securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder's Eligible Securities, such Holder's ability to transfer title to such Holders Holder's Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder's intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1, 1.2 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to the THL Parties (unless the THL Group is not participating in such registration, each Holder and in which case, the holders of a majority of the Registrable Securities to be distributed by such managing underwriters, and underwriter). Any such underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of all of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require the members of the THL Group or the Management Stockholders or the Third Party Investors in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate other than representations, warranties or agreements regarding such holder, the ownership of such holder's Registrable Securities and such holder's intended method or methods of disposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by such holder pursuant to Section 8.2. No holder of Registrable Securities shall have the right not to enter into an underwriting agreement described in this Section 4.1 unless it shall have notified the Company prior to any "road show" for such offering or, if no such "road show" is contemplated, prior to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders time as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be may reasonably required to effect the registration of the Registrable Securitiesdetermine.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect affect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Common Stock pursuant to a registration requested under Section 2.1, the Company shall will enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder such holder and such managing underwriters, the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriterunderwriter or underwriters, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 2.5. The Holders holders of Registrable Common Stock which are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants the other agreements on the part of the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Common Stock 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 holders of Registrable Common Stock. Such Holders holders of Registrable Common Stock shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holders and their such holders' intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for ---------------------- any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Majority Stockholder and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering (including any Underwritten Take-Down Transaction) pursuant to a registration requested under Section 1.1 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable satisfactory in substance and form to the underwriters, to Xxxxx and to the Company. Such Any such underwriting agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 7. The Holders Xxxxx shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their Xxxxx’x option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of Xxxxx and that any or all of the conditions precedent to the obligations of such Holdersunderwriters under such underwriting agreement shall also be conditions precedent to the obligations of Xxxxx. Such Holders The Company may require, at its option, that any or all of the representations and warranties regarding Xxxxx and the ownership of Xxxxx’x Registrable Securities by, and the agreements on the part of, Xxxxx to and for the benefit of such underwriters shall be made to and for the benefit of the Company and that any and all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of the Company. Xxxxx shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders other than representations, warranties or agreements regarding Xxxxx, the ownership of Xxxxx’x Registrable Securities and their Xxxxx’x intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by Xxxxx pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The (a) In connection with any underwritten offering of Registrable Securities, the Company shall enter into an underwriting agreement in customary form with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5underwriters for such offering, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall will contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.07, and agreements as to the provision of that type used opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.05(a)(xi). Subject to the last sentence of this Section 2.06(a), the Selling Holders on whose behalf the Registrable Securities are to be distributed by the managing underwriter. The Holders such underwriters shall be parties to any such underwriting agreement relating agreement, which shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to an underwritten sale secondary distributions on the part of their Registrable Securities selling shareholders, including indemnification and maycontribution provisions substantially to the effect and to the extent provided in Section 2.07. All of the representations and warranties by, at their optionand the other agreements on the part of, require that any or all the representations, warranties and covenants of the Company to or and for the benefit of the underwriters included in each such underwriters underwriting agreement shall also be made to and for the benefit of such Selling Holders, and 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 Selling Holders. Such Holders No Selling Holder shall not be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders and their intended methods Selling Holder, ownership of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. FurtherSelling Holder’s Registrable Securities, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Selling Holder’s intended method of disposition distribution and any written information specifically provided by such Selling Holder for inclusion in the Registration Statement; and any liability of such securities as Selling Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such Selling Holder upon the sale of Registrable Securities pursuant to such Registration Statement and in no event shall relate to anything other than information about such Holder specifically provided in writing by such Holder for use in the Registration Statement. (b) If any Requesting Holder refuses to enter into any underwriting agreement that complies with the terms of this Section 2.06, such Holder shall be reasonably required to effect excluded from such registration, and such Holder’s Registrable Securities shall be withdrawn from such registration. If Registrable Securities are so withdrawn from the registration and if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.01(i) or 2.02(c), as applicable, the Company shall then offer to all Selling Holders who have retained rights to include securities in the registration the right to include additional Registrable SecuritiesSecurities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Selling Holders requesting additional inclusion, as set forth in Section 2.01(i) or 2.02(c), as applicable.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Sections 1.1, 1.2 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to the Investor Stockholders (unless the Investor Stockholders are not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of a majority of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require the Investor Stockholders in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for any Underwritten Offering of Registrable Stock pursuant to a registration requested under Section 4 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form contain representations and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms and provisions not inconsistent with this Agreement as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 8 hereof; and the Company will cooperate with such Holders of Registrable Stock to the end that type used by the managing underwriterconditions precedent to the obligations of such Holders of Registrable Stock under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to secondary distributions and shall be otherwise satisfactory to such Holders. The Holders on whose behalf shares of Registrable Stock are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and maythe representations and warranties by, at their option, require that any or all and the representations, warranties and covenants other agreements on the part of the Company to or and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such HoldersHolders selling Registrable Stock. Such Holders shall not be required by the Company to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate (including any restrictions on sales inconsistent with Section 5(c) hereof) other than reasonable representations, warranties or agreements regarding such Holder, such Holder's Registrable Stock and such Holder's intended method or methods of disposition and any other representation required by law. If requested by the underwriters for any Underwritten Offering of Registrable Stock pursuant to a registration under Section 2 hereof, the Holders on whose behalf shares of Registrable Stock are to be distributed by such underwriters shall execute and deliver to such Holders underwriters and their intended methods of distribution. Such Holdersthe Company an Underwriting Agreement, however, shall agree subject to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully limitations set forth in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiespreceding two sentences.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect affect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5Exhibit B, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Exhibit B. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to a registration re quested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in sub stance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No such holder of Registrable Securities shall not be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 3.4(e) and representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesdistribution.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers’ certificates, opinions of counsel and accountants’ “comfort” letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders If any condition to the obligations under such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the holders of Registrable Securities requesting a demand registration pursuant to Section 3.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1. No such holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 3.4(e) and representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder’s intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesdistribution.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration under Section 1, the Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5underwriters for such offering, which managing underwriter shall be reasonably acceptable to the Company. Such underwriting agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 7. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree to disposition and any other representation (x) required by law or (y) regarding information which can only be obtained from such covenants holder and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used is reasonably required by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Majority Stockholder and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The Company (a) Notwithstanding any provisions of this Agreement, to the extent that in connection with a proposed sale of Registrable Shares which have been registered with the Commission pursuant to this Agreement, the holders of Registrable Shares shall enter into an underwriting agreement or similar agreement that contains customary provisions covering one or more issues addressed in this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Corporation if the Corporation is not a party to the underwriting agreement or similar agreement. In such event, the right of any holder of Registrable Shares to include such holder’s Registrable Shares in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Shares in the underwriting to the extent provided herein. (b) In connection with any proposed sale through an underwritten offering of Registrable Shares which have been registered with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered Commission pursuant to this Section 5Agreement through an underwritten offering, which managing underwriter the Corporation shall negotiate in good faith and enter into a reasonable and customary underwriting agreement with the underwriters thereof. The Corporation shall be reasonably acceptable entitled to receive customary indemnities from lead underwriters, selling brokers, dealer managers and similar security industry professionals participating in the distribution, to the Company. Such agreement shall be reasonably satisfactory in form and substance same extent as provided above with respect to the Company, each Holder and information so furnished in writing by such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained Persons specifically for inclusion in agreements of that type used by the managing underwriter. The Holders shall be parties to any prospectus or registration statement. (c) No underwriting agreement relating to an underwritten (or other agreement in connection with a proposed sale of their Registrable Securities and may, at their option, Shares) shall require that any or all the representations, warranties and covenants holder of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required Registrable Shares to make any representations or warranties to or agreements with the Company Corporation or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Shares and their such holder’s intended method or methods of distributiondisposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by such holder hereunder. Such Holders, however, shall agree Notwithstanding anything to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully contrary in the preparation of foregoing, neither the registration statement and FF Investor nor the FF Beneficial Investor shall be required to execute any agreement, instrument or other documents relating to any offering in which they include securities document pursuant to this Section 5. Each Holder shall also furnish to 9 unless such agreement, instrument or other document contains a limitation of liability provision in the Company such information regarding itself, the Registrable Securities held by it, and the intended method form of disposition of such securities as shall be reasonably required to effect the registration of the Registrable SecuritiesSection 24.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering of Registrable Securities on behalf of Holders pursuant to a Registration requested under Section 2.2 hereof, the Company shall will enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form contain representations and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms and provisions not inconsistent with this Agreement as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 2.6 hereof, and the Company will cooperate with such Holders to the end that the conditions precedent to the obligations of such Holders under such underwriting agreement shall not include conditions that type used by the managing underwriterare not customary in underwriting agreements with respect to secondary distributions and shall be otherwise satisfactory to such Holders. The Holders on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and maythe representations and warranties by, at their optionand the other agreements on the part of, require that any or all the representations, warranties and covenants of the Company to or and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such HoldersHolders selling Registrable Securities. Such Holders No Holder shall not be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except as they may relate to (including any restrictions on sales inconsistent with Section 2.4(d) hereof) other than reasonable representations, warranties or agreements regarding such Holders Holder, its Registrable Securities and their such Holder's intended method or methods of distribution. Such Holders, however, shall agree to such covenants disposition and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used any other representation required by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesrelevant Laws.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to (i) a Majority Stockholder Registration, (ii) an Outside Investors Registration or (iii) any other registration pursuant to Section 2, the Company shall enter into --- an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form to, in the case of a Majority Stockholder Registration, the Majority Stockholder, in the case of an Outside Investors Registration, the Requesting Outside Investors, and substance in the case of all other registrations, the Majority Holders, and also in each such case satisfactory to the Company, each Holder and such managing underwriters, containing such representations and shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Agent and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities (i) to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate other than representations, warranties or agreements regarding such holder, the ownership of such holder's Registrable Securities, such holder's intended method or methods of disposition, such other customary representations, warranties and agreements with respect to such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders holder's securities as are customarily contained in agreements of that type used requested by the managing underwriter. Furtherunderwriters, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in any other representation required by law or (ii) to furnish any indemnity to any Person including the preparation underwriters, their directors and officers and each Person, if any, who controls (within Section 15 of the registration statement and other documents relating to any offering in which they include securities pursuant to this Securities Act or Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration 20 of the Registrable SecuritiesExchange Act) such underwriters which is broader than the indemnity furnished by such holder in Section 9.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by Holders pursuant to a request for Demand Registration, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Company and Holders of a majority of the Registrable Securities to be covered by such managing underwriters, registration and shall to the underwriters and to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Article 10, provisions for the delivery of customary officers' certificates, opinions of counsel and accountants' "cold comfort" letters, and hold-back arrangements. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation any or all of the registration statement and other documents relating conditions precedent to any offering in which they include securities pursuant the obligations of such underwriters under such underwriting agreements shall also be conditions precedent to this Section 5the obligations of such Holders. Each Holder of Registrable Securities shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, such Holder and the intended method of disposition of distribution proposed by such securities Holder as the Company may reasonably request and as shall be reasonably required in connection with any registration, qualification, or compliance referred to effect in this Agreement, except to the extent that the furnishing of such information would violate any law or any contractual arrangement. The Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration of statement, including any information that the Registrable SecuritiesHolder fails to provide on the basis that such information would violate any law or any contractual arrangement.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the CompanyMajority Requesting Stockholder, each Holder in the case of a registration requested pursuant to Section 1.1, and such managing also to the underwriters, and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to (a) make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree to disposition and any other representation (x) required by law or (y) regarding information which can only be obtained from such covenants holder and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used is reasonably required by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating or (b) to furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1.1(a), the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of LLC Units) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 1.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling LLC Unitholders requesting a demand registration pursuant to Section 1.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 1.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 1.4(e) and 1.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to the LLC (unless the LLC is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of the such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder's option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Management Stockholders and Outside Investors, if any, in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 3.1 or 4, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable satisfactory in substance and form to the underwriters and to the Company. Such Any such underwriting agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 9. Each Holder of Registrable Securities to be distributed by such underwriter who owns (or will own upon exercise of an exercisable Exchange Warrant) 1% or more of the managing underwriter. The Holders Registrable Securities being sold pursuant to such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such Holder's option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such HoldersHolder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holder of Registrable Securities. Such The Holders in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders Holder, the ownership of such Holder's Registrable Securities and their such Holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Sections 1.1, 1.2(b) or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to the Stockholders holding a majority of the Registrable Securities requested for inclusion in such managing underwriters, and registration. Any such underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation and unless waived by all Stockholders participating in such registration, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any Stockholder, in its capacity as stockholder or controlling Person, to make any representations or warranties to to, or agreements with with, the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such ho holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If the Registrable Securities ---------------------- which are being sold pursuant to a registration requested under Section 1 are being sold in an underwritten offering, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and such managing underwriters, and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepre- sentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1, 1.2 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to Xxxxx (unless Xxxxx is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns, at the managing underwriter. The Holders time of such offering, 10% or more of the Common Stock of the Company, computed on a fully-diluted basis, shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their his or her option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Continuing Stockholders in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement (or other agreement in connection with such offering) to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 2.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling stockholders requesting a demand registration pursuant to Section 2.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 2.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 2.4(e) and 2.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for ---------------------- any underwritten offering by holders of Registrable Securities pursuant to a registration re quested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in sub stance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No such holder of Registrable Securities shall not be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 3.4(e) and representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesdistribution.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(sunder­writer(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters under­writers shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations repre­sentations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany's size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder's securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder's Eligible Securities, such Holder's ability to transfer title to such Holders Holder's Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder's intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributiondistribution or as are customarily required of selling shareholders in a firm commitment underwritten offering. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to Poseidon LLC (unless Poseidon LLC is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of the such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Management Stockholders and Outside Investors, if any, in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The Company If requested by the underwriters of any underwritten offering of Registrable Securities pursuant to Section 2 hereof, Purchaser shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form to Purchaser, the underwriters and substance each holder of Registrable Securities to the Company, each Holder be distributed by such underwriters and such managing underwriters, and shall to contain such representations, representations and warranties and covenants by the Company Purchaser and such other terms as are customarily contained in agreements of that type used by the managing underwriterunderwriter or underwriters of such offerings, including, without limitation, terms with respect to indemnification and contribution, and related expense reimbursement, to the effect and to the extent provided in Section 5 hereof with such additional, alternative or modified terms as are customarily provided to such managing underwriter or underwriters. The Holders holders of the Registrable Securities which are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale agreement. Such holders of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company Purchaser or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holders, such holders' Registrable Securities and their such holders' intended methods of distribution. Such Holders, however, shall agree disposition with respect to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering (including any Underwritten Take-Down Transaction) pursuant to a registration requested under Section 1.1 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable satisfactory in substance and form to the underwriters, to Kxxxx and to the Company. Such Any such underwriting agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 7. The Holders Kxxxx shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their Kxxxx’x option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of Kxxxx and that any or all of the conditions precedent to the obligations of such Holdersunderwriters under such underwriting agreement shall also be conditions precedent to the obligations of Kxxxx. Such Holders The Company may require, at its option, that any or all of the representations and warranties regarding Kxxxx and the ownership of Kxxxx’x Registrable Securities by, and the agreements on the part of, Kxxxx to and for the benefit of such underwriters shall be made to and for the benefit of the Company and that any and all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of the Company. Kxxxx shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders other than representations, warranties or agreements regarding Kxxxx, the ownership of Kxxxx’x Registrable Securities and their Kxxxx’x intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by Kxxxx pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such representation and warranties, covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company (a) Except for the provisions of Sections 5.5, to the extent that the Selling Holders shall enter into an underwriting or similar agreement that contains provisions covering one or more issues addressed in such Sections of this Agreement which are customary for an underwriting or similar agreement (an “Underwriting Agreement”), to the extent such provisions of the Underwriting Agreement are inconsistent with the provisions contained in the applicable Sections of this Agreement addressing such issue or issues, the terms of the applicable Underwriting Agreement shall govern with respect to such provisions. (b) If any registration pursuant to Sections 5.2, 5.3 or 5.4 is requested to be an Underwritten Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s)underwriters thereof. The Company shall make such representations and warranties, and provide such indemnities, to the holders of Registrable Shares being registered, and the underwriters or agents, if any, selected in form, substance and scope as are customarily made by issuers in secondary Underwritten Offerings and take any Holders whose other actions as such holders, or the underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities are being registered pursuant to this Section 5, which managing underwriter Shares. The Company and its Subsidiaries shall be entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customarily given their role in such distribution. (c) No Stockholder may participate in any registration hereunder that is underwritten under Sections 5.2, 5.3 or 5.4 unless such Stockholder agrees to sell such Stockholder’s Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements reasonably acceptable to the Company. Such agreement shall Company in the case of an offering of Primary Shares, or, in the case of an offering pursuant to Section 5.2, reasonably acceptable to the Company and the Requesting Stockholders. (d) Any Selling Holder electing to be reasonably satisfactory included in form and substance registration pursuant to this ARTICLE V must sell its Registrable Shares to the underwriters selected by the Sponsor Requesting Party or the Company, each Holder as applicable, on the same terms and conditions as apply to such managing underwritersSponsor Requesting Party or the Company, as applicable, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any must enter into an underwriting agreement relating to an underwritten sale of their Registrable Securities and mayin customary form with the underwriter or underwriters selected for such underwriting; provided, at their optionhowever, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders Selling Holder shall not be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Selling Holder’s ownership of his, her or agreements its Registrable Shares to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities Laws by such Selling Holder as may be reasonably requested; provided, that in no event shall any Selling Holder be required to make any representations regarding the Company or the underwriters except as they may relate to such Holders and any of its Subsidiaries (or their intended methods of distribution. Such Holdersrespective businesses); provided, further, however, shall agree that the obligation of any Selling Holder to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating indemnify pursuant to any offering in which they include securities pursuant to this Section 5. Each Holder such underwriting arrangements shall also furnish to the Company be several, not joint and several, among such information regarding itself, the Persons selling Registrable Securities held by itShares, and the intended method liability of disposition each such Person will be in proportion thereto; provided, further, that such liability will be limited to the net proceeds received by each such Person from the sale of its Registrable Shares pursuant to such securities as shall be reasonably required to effect the registration of the Registrable Securitiesregistration.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering of Registrable Securities on behalf of a Holder or Holders of Registrable Securities pursuant to a registration requested under Section 4.2, the Company shall will enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such Company with such underwriters for such offering, such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements of with respect to distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 4.7, provided, however, that type used by such agreement shall not contain any provision which is inconsistent with the managing underwriterprovisions hereof. The Holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and maythe representations and warranties by, at their optionand the other agreements on the part of, require that any or all the representations, warranties and covenants of the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such HoldersHolders of Registrable Securities. Such Holders of Registrable Securities shall not be required by the Company to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such Holders Holder, such Holder's Registrable Securities and their such Holder's intended method or methods of distribution. Such Holders, however, shall agree to such covenants disposition and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used any other representation required by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitieslaw.

Underwriting Agreement. The Company (a) Notwithstanding the provisions of Section 3.3, Section 3.4 and Section 3.6, to the extent that the Stockholders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement that contains provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Section 3.1 is requested to be an underwritten Public Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Companyunderwriters thereof. Such underwriting agreement shall be reasonably satisfactory in form and substance to the CompanyStockholder requesting registration, each Holder and or if such managing underwritersStockholder is not participating in such offering, holders of a majority of Registrable Securities included in such offering, and shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the part of, the Company and such other terms as are customarily contained generally prevailing in agreements of that type used by type. Any Stockholder participating in the managing underwriter. The Holders offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and mayand, at their its option, may require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the other agreements on the part of, the Company to or and for the benefit of such underwriters also shall also be made to and for the benefit of such Holders. Such Holders 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 Stockholder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a selling Stockholder for inclusion in the registration statement. No Stockholder shall be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate other than representations, warranties or agreements regarding such Stockholder, its ownership of and title to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the its intended method of disposition distribution; and any liability of such securities as Stockholder 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 be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives from such registration. The Company shall be entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customarily given their role in such distribution. (c) No Stockholder may participate in any registration hereunder that is underwritten unless such Stockholder agrees to sell such Stockholder’s Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements reasonably required acceptable to effect the registration of the Registrable SecuritiesCompany.

Underwriting Agreement. The 5.1. If requested by the underwriters for any underwritten offering of Registrable Securities on behalf of Holders pursuant to a registration requested under Section 2 or 3 hereof, the Company shall will enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant such underwriters for such offering; such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form contain representations and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms and provisions not inconsistent with this Agreement as are customarily contained in such underwriting agreements, including, without limitation, indemnities to the effect and to the extent provided in Section 8 hereof, and the Company will cooperate with such Holders to the end that the conditions precedent to the obligations of such Holders under such underwriting agreement shall not include conditions that are not customary in such underwriting agreements of that type used and shall be otherwise reasonably satisfactory to such Holders. Holders on whose behalf shares are to be distributed by the managing underwriter. The Holders such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities agreement, and maythe representations and warranties by, at their optionand the other agreements on the part of, require that any or all the representations, warranties and covenants of the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required by the Company to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than reasonable representations, warranties or agreements regarding such Holders Holders, such Holders' Registrable Securities and their such Holders' intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representations required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating indemnify (or contribute with respect to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to an indemnifiable claim) the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration or any underwriters of the Registrable Securities, except as set forth in Section 8 hereof.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1(a), the Company (and, if thereby requested by the holders of a majority of the Registrable Securities to be registered, Remington) shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company (and, if requested, Remington) and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 3.7. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the representations and warranties by, and the agreements on the part of, the Company (and, if requested, Remington) to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make holders of Registrable Securities and that any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation all of the registration statement and other documents relating conditions precedent to any offering in which they include securities pursuant to this Section 5. Each Holder the obligations of such underwriters under such underwriting agreement shall also furnish be conditions precedent to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition obligations of such securities as shall be reasonably required to effect the registration holders of the Registrable Securities.

Underwriting Agreement. The Company (a) Except for the provisions of Sections 5.5, to the extent that the Selling Holders shall enter into an underwriting or similar agreement that contains provisions covering one or more issues addressed in such Sections of this Agreement which are customary for an underwriting or similar agreement (an “Underwriting Agreement”), to the extent such provisions of the Underwriting Agreement are inconsistent with the provisions contained in the applicable Sections of this Agreement addressing such issue or issues, the terms of the applicable Underwriting Agreement shall govern with respect to such provisions. (b) If any registration pursuant to Sections 5.2, 5.3 or 5.4 is requested to be an Underwritten Offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the managing underwriter(s)underwriters thereof. The Company shall make such representations and warranties, and provide such indemnities, to the holders of Registrable Shares being registered, and the underwriters or agents, if any, selected in form, substance and scope as are customarily made by issuers in secondary Underwritten Offerings and take any Holders whose other actions as such holders, or the underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities are being registered pursuant to this Section 5, which managing underwriter Shares. The Company and its Subsidiaries shall be entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customarily given their role in such distribution. (c) No Stockholder may participate in any registration hereunder that is underwritten under Sections 5.2, 5.3 or 5.4 unless such Stockholder agrees to sell such Stockholder’s Registrable Shares proposed to be included therein on the basis provided in any underwriting arrangements reasonably acceptable to the Company. Such agreement shall Company in the case of an offering of Primary Shares, or, in the case of an offering pursuant to Section 5.2, reasonably acceptable to the Company and the Requesting Stockholders. (d) Any Selling Holder electing to be reasonably satisfactory included in form and substance registration pursuant to this ARTICLE V must sell its Registrable Shares to the underwriters selected by the Sponsor Requesting Party or the Company, each Holder as applicable, on the same terms and conditions as apply to such managing underwritersSponsor Requesting Party or the Company, as applicable, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any must enter into an underwriting agreement relating to an underwritten sale of their Registrable Securities and mayin customary form with the underwriter or underwriters selected for such underwriting; provided, at their optionhowever, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders Selling Holder shall not be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Selling Holder’s ownership of his, her or agreements its Registrable Shares to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities Laws by such Selling Holder as may be reasonably requested; provided, that in no event shall any Selling Holder be required to make any representations regarding the Company or the underwriters except as they may relate to such Holders and any of its Subsidiaries (or their intended methods of distribution. Such Holders78811529_9 respective businesses); provided, further, however, shall agree that the obligation of any Selling Holder to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating indemnify pursuant to any offering in which they include securities pursuant to this Section 5. Each Holder such underwriting arrangements shall also furnish to the Company be several, not joint and several, among such information regarding itself, the Persons selling Registrable Securities held by itShares, and the intended method liability of disposition each such Person will be in proportion thereto; provided, further, that such liability will be limited to the net proceeds received by each such Person from the sale of its Registrable Shares pursuant to such securities as shall be reasonably required to effect the registration of the Registrable Securitiesregistration.

Underwriting Agreement. The If the Registrable Securities which are being sold pursuant to a registration requested under Section 1 are being sold in an underwritten offering, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and such managing underwriters, and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 7. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities7.2.

Underwriting Agreement. The Notwithstanding anything herein to the contrary and for avoidance of doubt, nothing herein shall confer on any Holder any right to require the Company to engage in any underwritten public offering, it being understood that the decision to engage in any underwritten public offering (and the selection of the underwriter or underwriters in such offering) shall be in the sole discretion of the Company. In the event that the Company determines to engage in any underwritten public offering in which any Holder or Holders exercises the right to include all or any portion of the Registrable Securities in any “piggy-back” registration pursuant to Section 4.1 hereof, the Holders proposing to distribute their Registrable Securities through a “piggy- back” registration pursuant to Section 4.1 hereof in an underwritten public offering that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and for such other terms “piggy-back” registration. Each Holder shall provide such information as are customarily contained in agreements of that type used reasonably requested by the managing underwriterCompany to be included in the registration statement timely or the Company may elect to exclude such Holder from the registration statement. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and maySecurities, at their option, require provided that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders Holders, their Shares and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to OTPP. Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock (computed on a fully-diluted basis) at the time of such offering and any other holder of Registrable Securities requested by such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by either (i) any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company or (ii) the Company, if only Piggy-Back Registrable Securities are being registered pursuant to this Section 5. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and/or Piggy-Back Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities and/or Piggy-Back Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities and/or Piggy-Back Registrable Securities.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany’s size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder’s securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants Persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder’s Eligible Securities, such Holder’s ability to transfer title to such Holders Holder’s Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder’s intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering pursuant to a registration requested under Sections 1.1 or 2 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)under writers for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to Endo LLC. Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, in cluding, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9 hereof. The Holders holders of a majority of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agree ment (or other agreement in connection with such offering) shall not be required require Endo LLC , in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to under writers other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their intended such holder's in tended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2 hereof.