Common use of Underwriting Procedures Clause in Contracts

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a).

Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use all commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing its reasonable opinion that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)owned by each such Designated Holder.

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Holders participating in the offering, which Registrable Securities shall reducebe allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), as to based on the Initiating Holdersnumber of Registrable Securities held by each such Designated Holder, second, any other securities of the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata within among such group stockholders, based on the number of Registrable Securities the Company’s securities held by each such stockholder, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its reasonable best efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall or Short-Form Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter (as hereinafter defined) selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration or Short-Form Registration under this Section 3 (including any request pursuant to Section 3(d)) involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof pursuant to Section 3(a) of such Registrable Securities shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter Underwriter, in its good faith judgment, advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large exceeds the number of securities which can be sold in such offering within a price range acceptable to have the holders of a material adverse effect on majority of the success of Registrable Securities requested to be included in such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration and shall include first, the Registrable Securities requested to be included in such underwritten offering by the Holders (including the Initiating Holders), as a group, pro rata within such group rata, based on the number of Registrable Securities and other shares of Common Stock included beneficially owned by each such Holders and, second, the equity securities offered by the Company for its own account; provided, however, that, in the request for registration event that, due to a cutback in accordance with this clause (f), a Demand Initiating Holder is unable to sell all of the Registrable Securities initially proposed to be sold by such Demand Initiating Holder pursuant to a Demand Registration, such Demand Initiating Holder shall be entitled to request to withdraw its demand or reduce the number of Registrable Securities subject to such demand; provided further, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration and (ii) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Demand Initiating Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced; provided, further that if a Demand Initiating Holder is unable to include in the requested registration at least 90% of the Registrable Securities initially proposed to be included by such Demand Initiating Holder pursuant to such registration, such registration shall neither constitute a Demand Registration nor count against such Demand Initiating Holder’s limit of Demand Registrations under Section 3(a)) if such Demand Initiating Holder withdraws its demand for registration.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, FIRST by eliminating any shares included by the Company, SECOND as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. (i) If (x) any of the Initiating Holders so electelects for itself or (y) with respect to any given trading day, a Designated Holder proposes to sell or dispose of more than the offering Daily Trade Amount and the Company's board of Registrable Securities directors determines in good faith that it is necessary for an orderly distribution to be made pursuant to a firm commitment underwritten offering, then the Company shall use all commercially reasonable efforts to cause such Demand Registration shall to be in the form of, and such Designated Holder or Designated Holders shall be obligated to sell or dispose of its or their Registrable Securities pursuant to, a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing its reasonable opinion that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)owned by each such Designated Holder.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and (i) each Designated Holder shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration and (ii) to the extent that the number of Registrable Securities to be included by the Designated Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register shall also be included. If, as a result of the proration provision of this Section 3(d), any Designated Holder shall not be entitled to include all Registrable Securities in a registration that such Designated Holder has requested to be included, such Designated Holder may elect to withdraw his request to include Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and other shares of Common Stock included in the request for registration pursuant to Section 3(a)(y) such withdrawal or reduction shall be irrevocable.

Underwriting Procedures. If the Company or the Initiating CCG Holders or Initiating Management Holders, as the case may be, holding a majority of the Registrable Securities held by all of the applicable Initiating Holders so elect, the Company shall use its reasonable best efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter (as hereinafter defined) selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(c) shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting offering as agreed upon by the Company, the applicable Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offeringoffering by the applicable Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter Underwriters believe may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first, as to the equity securities offered by the Company for its own account; second, as to the Registrable Securities of Holders who are not Initiating Holders, as a group, if any, pro rata within such group based on the number of Registrable Securities owned by each such party; and other shares third, as to the Registrable Securities of Common Stock included the Initiating Holders, as a group, pro rata within such group based on the number of Registrable Securities owned by each such party; provided, however, that any party whose right to participate in the request for registration pursuant to Section 3(a)such offering is reduced by greater than thirty percent (30%) may withdraw all of its Registrable Securities from such registration.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its reasonable best efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter (as hereinafter defined) selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(c) shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter Underwriters believe may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first, as to the equity securities offered by the Company for its own account; second, as to the Registrable Securities of Holders who are not Initiating Holders, as a group, if any; and third, as to the Registrable Securities of the Initiating Holders, as a group, pro rata within such each group based on the number of Registrable Securities and other shares owned by each such party; provided, however, that any party whose right to participate in such offering is reduced by greater than thirty percent (30%) may withdraw all of Common Stock included in the request for registration pursuant to Section 3(a)its Registrable Securities from such registration.

Underwriting Procedures. If the Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Stockholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Stockholder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall reducebe allocated pro rata among the Designated Stockholders participating in the offering, as to based on the Initiating Holdersaggregate number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Insurance Partners Stockholders (Company requested by any other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock holders thereof to be included in such registration, pro rata within among such group other holders based on the number of Registrable Securities securities held by each such holder, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, first as to the Initiating HoldersDesignated Holders who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, the Insurance Partners Stockholders if any (other than the Initiating Holders) Holders and the Other Rightholders GE Capital Stockholders); and second as to the Initiating Holders and the GE Capital Stockholders as a group, the amount of Common Stock to be included in such registration, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Demand Registration.

Underwriting Procedures. If the Initiating Holders or the S-3 Initiating Holders, as the case may be, holding a majority of the Registrable Securities held by all of the Initiating Holders or S-3 Initiating Holders, as the case may be, so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause the relevant Demand Registration shall or S-3 Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)6.2. In connection with any Demand Registration under this Section 3 or S-3 Registration involving an underwritingunderwritten offering, none the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Holders thereof accept the terms of the Registrable Securities held by any of underwritten offering as agreed upon among the Insurance Partners Stockholders (other than Company, the Approved Underwriter and the Initiating Holders or S-3 Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as such underwriter believes will not, in the opinion of the Approved Underwriter, not jeopardize the success of such offeringoffering by the Holders. If the Approved Underwriter advises believes that the Company in writing that in its opinion registration of all or part of the aggregate amount of Common Stock Registrable Securities which the Holders have requested to be included in such offering is sufficiently large to have a material adverse effect on would materially adversely affect the success of such public offering, then the Company shall be required to include in such registration only the aggregate underwritten offering, to the extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to first, all of the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities to be included in such registrationoffered for the account of the Holders, pro rata within such group based on the number of Registrable Securities owned by such Holders; and second, any other shares of Common Stock securities requested to be included in the request for registration pursuant to Section 3(a)such offering.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company and any holder of capital stock of the Company who is not a Designated Holder, second as to the Investors as a group, pro rata within such group based on the number of Registrable Securities owned by each Investor and other shares third as to Blackstone Holders and Wassxxxxxxx Xxxders as a group, pro rata based on the number of Common Stock included in the request for registration pursuant to Section 3(a)Registrable Securities then owned by each.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then subject to the rights of the Existing Rightholders, the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, first as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) Company and the Other Rightholders any stockholders who are not Designated Holders as a group, if any, and then as to the amount of Common Stock to be included in such registrationDesignated Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant Demand Registration, the amount of Registrable Securities to Section 3(a)be included by each Designated Holder in such registration.

Underwriting Procedures. If the Initiating Holders Holder to which the requested Demand Registration relates so electelects, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and (i) all Registrable Securities that the Initiating Holder proposes to register (including, in the case of Whitney, Registrable Securities held by the Individual Investors) shall reduce, as be included in the registration up to the Approved Underwriter Amount, (ii) to the extent that the number of Registrable Securities to be included by the Initiating HoldersHolder is less than the Approved Underwriter Amount, securities proposed to be registered by the Insurance Partners Stockholders Designated Holders (other than the Initiating HoldersHolder) and shall be included ratably in the Other Rightholders as a group, registration based on the amount amounts of Common Stock Registrable Securities sought to be included registered by such Designated Holders in such registration, pro rata within such group based on their request for participation in the Demand Registration and (iii) to the extent that the number of Registrable Securities to be included under clauses (i) and other shares of Common Stock (ii) above is less than the Approved Underwriter Amount, securities that the Company proposes to register shall also be included in the registration. If, as a result of the proration provision of this Section 3(d), any Designated Holder shall not be entitled to include all Registrable Securities in a registration that such Designated Holder has requested to be included in, such Designated Holder may elect to withdraw his request for to include Registrable Securities in such registration pursuant or may reduce the number requested to Section 3(a)be included; PROVIDED, HOWEVER, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable.

Underwriting Procedures. If the Initiating Holders so elect, registration of which the Company gives notice is for a registered public offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none the Company shall so advise the Holders as a part of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof written notice given pursuant to Section 3(a) 1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.5 shall be included conditioned upon such Holder’s participation in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as and the case may be, accept the terms inclusion of Registrable Securities in the underwriting as agreed upon to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.5, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders and the Approved Underwritermanaging underwriter may exclude all Registrable Securities from, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on or limit the number of Registrable Securities to be included in, the registration and other underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of Common Stock securities that are entitled to be included in the request for registration pursuant to and underwriting shall be allocated as set forth in Section 3(a)1.12. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration.

Underwriting Procedures. If the applicable Demand Initiating Holders Holder so electelects, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders a Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Demand Initiating Holders Holder and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms, subject to Section 7(a)), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing good faith that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to the Initiating Holdersfirst, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included the Designated Holders that are participating in the request for registration such offering pursuant to Section 3(a)) or 3(b) hereof, which Registrable Securities shall be allocated pro rata among the Designated Holders participating in the offering, based on the aggregate number of Registrable Securities held by each such Designated Holder, and second, securities offered by the Company for its own account.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company and any holder of capital stock of the Company who is not a Designated Holder, second as to the Investors as a group, pro rata within such group based on the number of Registrable Securities owned by each Investor and other shares third as to Blackstone Holders and Xxxxxxxxxxx Holders as a group, pro rata based on the number of Common Stock included in the request for registration pursuant to Section 3(a)Registrable Securities then owned by each.

Underwriting Procedures. If holders of a majority of the Initiating Holders Registrable Securities included in the Demand Registration so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f9.2(e). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reducefirst reduce (to zero, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holdersif necessary) and the Other Rightholders as a group, the amount of Common Stock Securities sought to be included in therein by the Company and any other Person who wishes to participate through the exercise of piggy-back registration rights and, if such registrationreduction is not sufficient, reduce, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock amounts included in the request for registration pursuant Demand Registration, the amount of Registrable Securities to be included by each holder. To the extent Registrable Securities so requested to be registered are excluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 3(a)9.2 with respect to such Registrable Securities.

Underwriting Procedures. If the Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Stockholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Stockholder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall reducebe allocated pro rata among the Designated Stockholders participating in the offering, as to based on the Initiating Holdersaggregate number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Insurance Partners Stockholders Company requested by any other holders (including any other than the Initiating HoldersDesignated Stockholders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within among such group other holders based on the number of Registrable Securities securities held by each such holder, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Initiating Holders or the F-3 Initiating Holders, as the case may be, holding not less than 30% of the Registrable Securities held by all of the Initiating Holders or F-3 Initiating Holders, as the case may be, so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause the relevant Demand Registration shall or F-3 Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)6.2. In connection with any Demand Registration under this Section 3 or F-3 Registration involving an underwritingunderwritten offering, none the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Holders thereof accept the terms of the Registrable Securities held by any of underwritten offering as agreed upon among the Insurance Partners Stockholders (other than Company, the Approved Underwriter and the Initiating Holders or F-3 Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as such underwriter believes will not, in the opinion of the Approved Underwriter, not jeopardize the success of such offeringoffering by the Holders. If the Approved Underwriter advises believes that the Company in writing that in its opinion registration of all or part of the aggregate amount of Common Stock Registrable Securities which the Holders have requested to be included in such offering is sufficiently large to have a material adverse effect on would materially adversely affect the success of such public offering, then the Company shall be required to include in such registration only the aggregate underwritten offering, to the extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to first, all of the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities to be included in such registrationoffered for the account of the Holders, pro rata within such group based on the number of Registrable Securities owned by such Holders; and second, any other shares of Common Stock securities requested to be included in the request for registration pursuant to Section 3(a)such offering.

Underwriting Procedures. If the Company or the Initiating Holders ----------------------- holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of Registrable Securities pursuant Company shall use its reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its reasonable best efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter (as hereinafter defined) selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(c) shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter Underwriters believe may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first, as to the equity securities offered by the Company for its own account; second, as to the Registrable Securities of Holders who are not Initiating Holders, as a group (if any), pro rata within such group based on the number of Registrable Securities owned by each such party; and other shares third, as to the Registrable Securities of Common Stock included the Initiating Holders, as a group (if any), pro rata within such group based on the number of Registrable Securities owned by each such party; provided, however, that any party whose right to participate in the request for registration pursuant to Section 3(a)such offering is reduced by greater than thirty percent (30%) may withdraw all of its Registrable Securities from such registration.

Underwriting Procedures. If the Majority Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Stockholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Stockholder accepts the terms of the underwriting offering as agreed upon by the Company, the Majority Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall reducebe allocated pro rata among such Designated Stockholders participating in the offering, as to based on the Initiating Holdersnumber of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Insurance Partners Stockholders (Company requested by any other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock holders thereof to be included in such registration, pro rata within among such group other holders based on the number of Registrable Securities securities held by each such holder, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If Holders, to the extent they have any registration rights under Section 2(c), request inclusion of their shares of Class A Common Stock in the underwriting, the Initiating Holder shall offer to include the shares of Class A Common Stock of such Holders so elect, in the offering underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose Registrable Securities pursuant are to a Demand Registration be included in such underwriting and the Company shall be enter into an underwriting agreement in the customary form of a firm commitment underwritten offering and with the managing underwriter or underwriters selected for such offering underwriting by the Initiating Holder and reasonably acceptable to the Company; provided, however, that such underwriting agreement shall be not provide for indemnification or contribution obligations on the Approved Underwriter part of any Holder greater than the obligations of the Holders under Section (as hereinafter defined2)(f)(ii) selected in accordance with or Section 3(f2(f)(iv). In connection with Notwithstanding any Demand Registration under other provision of this Section 3 involving an underwriting2(b), none if the managing underwriter or underwriters advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Registrable Securities Company held by any of the Insurance Partners Stockholders (Holders other than the Initiating HoldersUCI Parties or Ramius (on behalf of the UCI Parties) or shall be excluded from such underwriting on a pro rata basis (based on the number of shares of Common Stock held by such Holders), in such minimum number of shares so required by such limitation. If, after the exclusion of such shares held by those Holders, further reductions are still required due to the marketing limitation, the number of Registrable Securities included in the underwriting by each Holder (including the Initiating Holder) shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such underwriting. If any Holder who has requested inclusion in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept provided above disapproves of the terms of the underwriting as agreed upon underwriting, such Person may elect to withdraw therefrom by providing written notice to the Company, the Initiating Holders underwriter and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringInitiating Holder. The securities so withdrawn shall also be withdrawn from underwriting. If the Approved Underwriter advises underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company in writing that in and officers and directors of the Company (whether or not such Persons have registration rights pursuant to Section 2(c) hereof) may include its opinion the aggregate amount of Common Stock requested to be included or their securities for its or their own account in such offering is sufficiently large to have a material adverse effect on underwriting if the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect managing underwriter or underwriters so agrees and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on if the number of Registrable Securities and other shares of Common Stock securities which would otherwise have been included in the request for registration pursuant to Section 3(a)such underwriting will not thereby be limited.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the other Initiating Holders and the Approved Underwriter, and then then, subject to the immediately following sentence, only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first, as to the Company, second, as to any other stockholders of the Company who hold similar registration rights to the Designated Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based upon the number of Registrable Securities or other similar securities owned by each such other stockholder of the Company as a group, if any, and third, as to the (i) Designated Holders and (ii) any other stockholders of the Company who hold and have exercised similar registration rights as the Initiating Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based on the number of Registrable Securities and or other shares similar securities owned by each such Designated Holder or each such other stockholder of Common Stock included in the request for registration pursuant to Section 3(a)Company.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section ‎Section 3(f). In connection with any Demand Registration under this Section ‎Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a‎Section 3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to ‎Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant to Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Demand Registration Notice, the Company shall use its reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.01 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(aSections 2.01(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept agreement pursuant to the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.06(a) hereof and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises managing underwriter or underwriters of any proposed Demand Registration informs the Company Holders that have requested to participate in writing that such Demand Registration that, in its opinion or their good faith opinion, the aggregate amount number of Common Stock requested securities which such Holders intend to be included include in such offering is sufficiently large to have a material adverse effect on exceeds the success of such offeringMaximum Offering Size, then the Company shall include in such registration only the aggregate amount of Common Stock registration: (i) first, Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock are requested to be included in such registrationregistration pursuant to Sections 2.01(a) and 2.01(c), pro rata within on the basis of the relative number of Registrable Securities owned at such group time by each Holder seeking to participate in the Demand Registration; and (ii) second, after all of the Registrable Securities requested to be included in clause (i) are included, the Company Shares or other securities to be issued by the Company or held by any holder thereof with a contractual right to include such Company Shares or other securities in such registration that can be sold without having the adverse effect referred to above, pro rata on a basis based on the number of Company Shares or other securities proposed to be registered by each such Person. The Holders of a majority of the Registrable Securities and other shares of Common Stock to be included in any Demand Registration shall have the request for registration pursuant right to Section 3(aselect, subject to the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), the managing underwriter or underwriters to administer such offering.

Underwriting Procedures. If the Company or the Majority Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Stockholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Stockholder accepts the terms of the underwriting offering as agreed upon by the Company, the Majority Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution of sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Stockholders participating in the offering under Section 3(a) or 3(b), which Registrable Securities shall reducebe allocated pro rata among such Designated Stockholders participating in the offering (on an as converted basis), as to based on the Initiating Holdersnumber of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, pro rata within among such group based other holders on the basis of the number of Registrable Securities and other shares of Common Stock securities that each such holder requested to be included in such registration, except to the request extent any such holders have agreed under the Existing Agreements to grant priority with regard to participation in such registration to any of the other holders, and third, securities offered by the Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Company or the Majority Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Stockholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Stockholder accepts the terms of the underwriting offering as agreed upon by the Company, the Majority Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, set forth in the opinion of the Approved Underwriter, jeopardize the success of such offeringthis Section 3(e). If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution of sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, (i) first, such number of Registrable Securities of the Designated Stockholders participating in the offering under Section 3(a) or 3(b), which Registrable Securities shall reducebe allocated pro rata among such Designated Stockholders participating in the offering, as to based on the Initiating Holdersnumber of Registrable Securities held by each such Designated Stockholder, (ii) second, if all of the Insurance Partners Stockholders Registrable Securities referenced in clause (i) have been included, any other than securities of the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, pro rata within among such group based other holders on the basis of the number of securities that each such holder requested to be included in such registration, except to the extent any such holders have agreed to grant priority with regard to participation in such registration to any of the other holders, and (iii) third, if all of the Registrable Securities referenced in clause (i) and other shares of Common Stock included in (ii) have been included, any securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Initiating Holders Demanding Holder so electelects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f2(e). In connection with With respect to any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Companyfirm commitment underwritten offering, the Initiating Holders Company shall enter into a reasonable and customary underwriting agreement with the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Shares requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Shares that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, allocate the amount of Common Stock the Shares to be included in such registrationregistration as follows: the Company, the Demanding Holder, the Participating Holders (as defined herein) and any other stockholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities in the aggregate as the managing underwriter(s) deems appropriate prior to any Shares being included on behalf of any other person; provided, however, that (i) if the request for a Demand Registration occurs on or prior to the date which is the one year anniversary of the Company's Initial Public Offering, prior to any reduction of the amount of Shares intended to be included in the offering by the Company pursuant to the exercise of its rights under Section 2(f) herein, the aggregate amount of Shares intended to be included in the offering by the former Demanding Holder, the Participating Holders and any other stockholder exercising piggyback registration rights shall be reduced in its entirety (which Shares shall be cut back on a pro rata within such group based on basis in accordance with the number of Registrable Securities Shares proposed to be registered by the Demanding Holder, the Participating Holders and any other shares stockholder exercising piggyback registration rights) and (ii) if the request for a Demand Registration occurs after the one year anniversary of Common Stock the Company's Initial Public Offering, the amount of Shares intended to be included in the request for offering by the Company shall be reduced in its entirety prior to any reduction of the aggregate amount of Shares intended to be included in the offering by the Demanding Holder, the Participating Holders and any other stockholder exercising piggyback registration pursuant rights intended to Section 3(abe included in such offering (which Shares, after the elimination of Company Shares, shall be cut back on a pro rata basis in accordance with the number of Shares proposed to be registered by the Demanding Holder, the Participating Holders and any other stockholder exercising piggyback registration rights).

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its reasonable best efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall to be in the form of a firm commitment underwritten public offering or underwritten block trade (as requested by such Initiating Holders), and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter (as hereinafter defined) selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten public offering or underwritten block trade, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(c) shall be included in such underwriting underwritten public offering or underwritten block trade unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter Underwriters believe may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first, as to the equity securities offered by the Company for its own account; second, as to the Registrable Securities of Designated Holders who are not Initiating Holders, as a group, if any; and third, as to the Registrable Securities of the Initiating Holders, as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)owned by each such party.

Underwriting Procedures. If the Initiating Holders Demanding Holder so electelects, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offeringoffering (including an adverse effect on the price thereof), then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success of such offering (the "Approved Underwriter Amount"), and (i) in the case of a Wellspring Demand Registration, (a) each Holder shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Holders in their requests for participation in the requested Wellspring Demand Registration and (b) to the extent that the number of Registrable Securities and to be included by the Holders is less than the Approved Underwriter Amount, the Company or stockholders other shares than the Holders shall be entitled to have included securities that are proposed to be registered in accordance with the last sentence of Common Stock included in the request for registration pursuant to Section 3(a), and (ii) in the case of a Coinvestor Demand Registration, (a) the Demanding Holder shall be entitled to have included in such registration the number of Registrable Securities which it seeks to include therein, up to the Approved Underwriter Amount, (b) to the extent that the number of Registrable Securities to be included by the Demanding Holder is less than the Approved Underwriter Amount, each other Holder shall be entitled to have included in such registration Registrable Securities equal to its pro rata portion of the excess of the Approved Underwriter Amount over the amount sought to be included therein by the Demanding Holder, as based on the amounts of Registrable Securities sought to be registered by such other Holders in their requests for participation in the requested Demand Registration and (c) to the extent that the number of Registrable Securities to be included by the Demanding Holder and the other Holders is less than the Approved Underwriter Amount, the Company or stockholders other than the Holders shall be entitled to have included securities that are proposed to be registered in accordance with the last sentence of Section 3(b).

Underwriting Procedures. If the Company or the Initiating ----------------------- Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall be required to include in such registration only the aggregate offering, to the extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as first, all of the Registrable Securities to be offered for the account of the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities and owned by such Initiating Holders; second, the Registrable Securities to be offered for the account of the other shares Designated Holders who requested inclusion of Common Stock included in the request for registration their Registrable Securities pursuant to Section 3(a3(b), pro rata based on the number of Registrable Securities owned by such Designated Holders; and third, any other securities requested to be included in such offering.

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant to Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Demand Registration Notice, the Company shall use its reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.01 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(aSections 2.01(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept agreement pursuant to the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.06(a) hereof and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises managing underwriter or underwriters of any proposed Demand Registration informs the Company Holders that have requested to participate in writing that such Demand Registration that, in its opinion or their good faith opinion, the aggregate amount number of Common Stock requested securities which such Holders, intend to be included include in such offering is sufficiently large to have a material adverse effect on exceeds the success of such offeringMaximum Offering Size, then the Company shall include in such registration only the aggregate amount of Common Stock registration: (i) first, Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock are requested to be included in such registrationregistration pursuant to Sections 2.01(a) and 2.01(c), pro rata within on the basis of the relative number of Registrable Securities owned at such group time by each Holder seeking to participate in the Demand Registration; and (ii) second, after all of the Registrable Securities requested to be included in clause (i) are included, the Company Shares or other securities to be issued by the Company or held by any holder thereof with a contractual right to include such Company Shares or other securities in such registration that can be sold without having the adverse effect referred to above, pro rata on a basis based on the number of Company Shares or other securities proposed to be registered by each such Person. The Holders of a majority of the Registrable Securities and other shares of Common Stock to be included in any Demand Registration shall have the request for registration pursuant right to Section 3(aselect, subject to the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), the managing underwriter or underwriters to administer such offering.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on jeopardize the success of such offering, then the Company shall include in such registration or offering only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any so jeopardizing the success of such material adverse effect offering and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, FIRST as to the Company, SECOND as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)4.6. In connection with any Demand Registration under this Section 3 Article IV involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 4.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company and the Holders of the Registrable Securities to be registered in writing that in its opinion the aggregate amount number of Common Stock Registrable Securities proposed to be sold in any registration under this Article IV and any other securities of the Company requested or proposed to be included in such registration exceeds the number that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, the Company will include in such registration (x) such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated pro rata among such Initiating Holders and Designated Holders, based on the number of Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of by each such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without Initiating Holder and Designated Holder and (y) not allow any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (securities other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities to be included in such registrationregistration unless all Registrable Securities requested to be included have been included therein, pro rata within such group based on and then only to the extent recommended by the Approved Underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the Holders of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(aSecurities).

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of Registrable Securities pursuant Company shall use its reasonable commercial efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, FIRST as to the Company, SECOND as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize have a material adverse effect on the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration by removing Registrable Securities owned, first by the Company, second by the entities listed on Schedule II hereto, Mount Sinai and GECC, pro rata within such group based on the number of Registrable Securities owned by each such Person and third by all other shares Holders, pro rata based on the number of Common Stock included in the request for registration pursuant to Section 3(a)Registrable Securities owned by each such Holder.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)4.6. In connection with any Demand Registration under this Section 3 Article IV involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 4.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of such Registrable Securities and Registrable Common Shares, if any, offered for the account of the Common Stock Holders pursuant to Section 3(a) of the Common Stock Registration Rights Agreement requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect effect, FIRST, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV and such number of Registrable Common Shares, if any, offered for the account of the Common Stock Holders pursuant to Section 3(a) of the Common Stock Registration Rights Agreement, which Registrable Securities and Registrable Common Shares shall reduce, as to the be allocated PRO RATA among such Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) Designated Holders and the Other Rightholders as a group, the amount of Common Stock Holders, based on the number of Registrable Securities or Registrable Common Shares, as the case may be, requested to be included in such offering by each such Initiating Holder, Designated Holder or Common Stock Holder, as the case may be, SECOND, any other securities of the Company requested by holders thereof to be included in such registration, pro rata within which such group securities shall be allocated PRO RATA among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and THIRD, securities offered by the Company for its own account. In addition, the Company shall not be required to file any registration statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include all of the Registrable Securities and other shares of Common Stock included they requested to include in the request for such registration pursuant to Section 3(a)Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the other Initiating Holders and the Approved Underwriter, and then then, subject to the immediately following sentence, only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first, as to the Company, second, as to any other stockholders of the Company who hold similar registration rights to the Designated Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based upon the number of Registrable Securities or other similar securities owned by each such other stockholder of the Company as a group, if any, and third, as to the (i) Designated Holders and (ii) any other stockholders of the Company who hold and have exercised similar registration rights as the Initiating Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based on the number of Registrable Securities and or other shares similar securities owned by each such Designated Holder or each such other stockholder of Common Stock included in the request for registration pursuant to Section 3(a)Company.

Underwriting Procedures. If the Company or the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)2.06. In connection with any Demand Registration under this Section 3 Article II involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 2.02 shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to first, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to Section 2.02, which Registrable Securities shall be allocated PRO RATA among such Initiating Holders and Designated Holders, based on the Insurance Partners Stockholders (number of Registrable Securities requested to be included in such offering by each such Initiating Holder and Designated Holder, second, any other than securities of the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, pro rata within which such group securities shall be allocated PRO RATA among such stockholders, based on the number of Registrable Securities and other shares of Common Stock the Company's securities requested to be included in such offering by each such stockholder, and third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Company or the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect effect, first, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to the terms of Section 3(b), which Registrable Securities shall reducebe allocated pro rata among such Initiating Holders and Designated Holders, based on the number of Registrable Securities held by each such Initiating Holder or Designated Holder, as to the Initiating Holderscase may be, second, any other securities of the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata within among such group stockholders, based on the number of Registrable Securities the Company's securities held by each such stockholder, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Majority Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a Demand Registration shall pursuant to this Section 3 to be in the form of a firm commitment underwritten offering Underwritten Offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritingUnderwritten Offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Shareholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) hereof shall be included in such underwriting Underwritten Offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Shareholder accepts the terms of the underwriting offering as agreed upon by the Company, the Majority Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Shareholders participating in the offering under Section 3(a) hereof, subject to Section 9(b), which Registrable Securities shall reducebe allocated pro rata among such Designated Shareholders participating in the offering, as to based on the Initiating Holdersnumber of Registrable Securities held by each such Designated Shareholder, second, any other securities of the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, pro rata within among such group other holders based on the number of Registrable Securities securities held by each such holder, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If At any time, if Holders of at least a majority of the Initiating Holders Registrable Securities ("REQUISITE HOLDERS") so elect, the an offering of Registrable Securities only pursuant to a Demand such Shelf Registration shall Statement may be effected on no more than two (2) occasions in the form of a firm commitment an underwritten offering, with only one (1) such underwritten offering and required to be effected in any one (1) consecutive twelve-month period. Upon the managing underwriter receipt of a written request for an underwritten offering meeting the foregoing requirements, the Company shall promptly take such steps as are necessary or underwriters selected appropriate to prepare for such offering offering. Promptly, but in no event later than ten (10) days after the receipt of such written request for an underwritten offering, the Company shall be the Approved Underwriter (as hereinafter defined) selected give written notice thereof to all other Holders and include in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the such underwriting all Registrable Securities held by any of Holder from whom the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making Company has received a written request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholderstherein. Notwithstanding the foregoing, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company and the Participating Holders in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large so as to have a material an adverse effect on the success of such offering, then the Company such registration shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to on the Initiating Holders, success of such offering (the Insurance Partners Stockholders (other than the Initiating Holders"APPROVED UNDERWRITER AMOUNT") and if the Other Rightholders as a group, the amount number of Common Stock Registrable Securities requested to be included in such registrationunderwriting is greater than the Approved Underwriter Amount, then each such Participating Holder shall be entitled to have included in such underwriting Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, based on the number proportion of the amount of Registrable Securities and other shares of Common Stock requested to be included in such underwritten offering by each Participating Holder to the request for registration pursuant to Section 3(a).aggregate

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)4.6. In connection with any Demand Registration under this Section 3 Article IV involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 4.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to first, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated pro rata among such Initiating Holders and Designated Holders, based on the Insurance Partners Stockholders (number of Registrable Securities requested to be included in such offering by each such Initiating Holder and Designated Holder, second, any other than securities of the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata within among such group stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and third, securities offered by the Company for its own account. In addition, the Company shall not be required to file any registration statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include all of the Registrable Securities and other shares of Common Stock included they requested to include in the request for such registration pursuant to Section 3(a)Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV.

Underwriting Procedures. If the Initiating Holders holding a ----------------------- majority of the Registrable Securities held by all Initiating Holders so elect, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success of such offering (the "Approved Underwriter Amount"), and (i) each --------------------------- Holder shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Holders in their requests for participation in the Demand Registration and (ii) to the extent that the number of Registrable Securities to be included by the Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register shall also be included. If, as a result of the proration provision of this Section 3(d), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and other shares of Common Stock included in the request for registration pursuant to Section 3(a)(y) such withdrawal or reduction shall be irrevocable.

Underwriting Procedures. If holders of a majority of the Initiating Holders Registrable Securities included in the Demand Registration so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be a nationally recognized investment banking firm selected by the Company with the consent of such holders, which consent will not be unreasonably delayed or withheld (an "Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(fUnderwriter"). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reducefirst reduce (to zero, if necessary) the amount of securities sought to be included therein by each holder who wishes to participate in the Demand Registration through the exercise of piggy-back registration rights as contemplated by Section 13.3 as a group, if any, and then, if such reduction is not sufficient, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount pro rata within each group (including other holders of Common Stock to be included in such registration, pro rata within such group who may have registration rights which are pari passu with the Registrable Securities) based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant Demand Registration, the amount of Registrable Securities to be included by each Stockholder in such registration. To the extent more than 10.0% of the Registrable Securities so requested to be registered are excluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 3(a)13.2 with respect to such Registrable Securities.

Underwriting Procedures. If the Initiating Holders Company or Platinum so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders Platinum and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect effect, first, such number of Registrable Securities of Platinum and shall reduce, as any other Designated Holder participating in the offering pursuant to the Initiating terms of Section 3(b), which Registrable Securities shall be allocated pro rata among Platinum and such other Designated Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities held by Platinum and each such Designated Holder, and second, securities offered by the Company for its own account or offered by other shares stockholders of Common Stock included in the request for registration pursuant to Section 3(aCompany (other than the Designated Holders).

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defineddefined below) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting as agreed upon accepted by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, FIRST as to the Company, SECOND as to the class of Designated Holders who are not members of the class of Designated Holders (the Investor Stockholders or the EXE Stockholders, as the case may be) that initiated such registration and who requested to participate in such registration pursuant to Section 3(b) hereof as a group, if any, and THIRD as to the class of Designated Holders that initiated such registration as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock entitled to be included therein owned by each Designated Holder participating in the request for registration pursuant to Section 3(a)such Demand Registration.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without causing such material adverse effect. In such case Registrable Securities shall be included in the following order of priority: (1) first, pro rata within any securities to be sold for the account of the Blackstone Holders and Wasserstein Holders, as required by the Existing Registration Rixxxx Xxxxxxent (as such group based requirements are in effect on the number date of the Purchase Agreement); (2) second, any Registrable Securities and other shares of Common Stock to be sold for the account of the Initiating Holders and any other Designated Holders (if any), pro rata based upon the number of Registrable Securities and other than shares of Common Stock then owned by them; and (3) third, any securities to be sold by the Company or any other Person exercising incidental or piggy-back registration rights. If, by reason of the application of clause (1) or by reason of the share limitation set forth in Section 3.1(b) or if less than 75% of the Registrable Securities which the Initiating Holders of the subject Demand Registration requested be registered are included in such registration, the request for registration pursuant shall not count as one of the two Demand Registrations to Section 3(a)which such Initiating Holders are entitled.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion marketing factors require a limitation on the aggregate amount of Common Stock requested such Registrable Securities to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any jeopardizing the success of such material adverse effect offering and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of Registrable Securities pursuant Company shall use reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company and, second as to the Initiating Holders and any other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 3(b), pro rata within such group based on the number of Registrable Securities owned by each such Initiating Holder and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Designated Holder.

Underwriting Procedures. If the Company or the Initiating Holders ----------------------- holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3.2 hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of the Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, FIRST as to the Company, SECOND as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Demand Registration.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without causing such material ad- verse effect. In such case Registrable Securities shall be included in the following order of priority: (1) first, pro rata within any securities to be sold for the account of the Blackstone Holders and Wasserstein Holders, as required by the Existing Registration Xxxxxx Xxxxement (as such group based requirements are in effect on the number date of the Purchase Agreement); (2) second, any Registrable Securities and other shares of Common Stock to be sold for the account of the Initiating Holders and any other Designated Holders (if any), pro rata based upon the number of Registrable Securities and other than shares of Common Stock then owned by them; and (3) third, any securities to be sold by the Company or any other Person exercising incidental or piggy-back registration rights. If, by reason of the application of clause (1) or by reason of the share limitation set forth in Section 3.1(b) or if less than 75% of the Registrable Securities which the Initiating Holders of the subject Demand Registration requested be registered are included in such registration, the request for registration pursuant shall not count as one of the two Demand Registrations to Section 3(a)which such Initiating Holders are entitled.

Underwriting Procedures. If the Company or the Initiating IM Holders, the Initiating CA Holders or the Initiating Sponsor Holders, as the case may be, holding a majority of the Registrable Securities held by all of the applicable Initiating Holders so elect, the Company shall use its reasonable best efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall to be in the form of a firm commitment underwritten public offering if the anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of such written request and including any Registrable Securities subject to any applicable over-allotment option) to the public equals or exceeds $10,000,000.00 (including causing to be produced and filed any necessary Prospectuses or Prospectus supplements with respect to such offering), and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter (as hereinafter defined) selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(c) shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting offering as agreed upon by the Company, the applicable Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offeringoffering by the applicable Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter Underwriters believe may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first, as to the equity securities offered by the Company for its own account; second, as to the Registrable Securities of Holders who are not Initiating Holders, as a group, if any, pro rata within such group based on the number of Registrable Securities owned by each such party; and other shares third, as to the Registrable Securities of Common Stock included the Initiating Holders, as a group, pro rata within such group based on the number of Registrable Securities owned by each such party; provided, however, that any party whose right to participate in the request for registration pursuant to Section 3(a)such offering is reduced by greater than thirty percent (30%) may withdraw all of its Registrable Securities from such registration.

Underwriting Procedures. If holders of a majority of ------------------------ the Initiating Holders Registrable Securities included in the Demand Registration so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be a nationally recognized investment banking firm selected by the Company with the consent of such holders, which consent will not be unreasonably delayed or withheld (an "Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(fUnderwriter"). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reducefirst reduce (to zero, if necessary) the amount of securities sought to be included therein by each holder who wishes to participate in the Demand Registration through the exercise of piggy-back registration rights as contemplated by Section 9.3 as a group, if any, and then, if such reduction is not sufficient, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount pro rata within each group (including other holders of Common Stock to be included in such registration, pro rata within such group who may have registration rights which are pari passu with the Registrable Securities) based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant Demand Registration, the amount of Registrable Securities to be included by each Stockholder in such registration. To the extent more than 10.0% of the Registrable Securities so requested to be registered are excluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 3(a)9.2 with respect to such Registrable Securities.

Underwriting Procedures. If the Company or the Initiating ----------------------- Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of Registrable Securities pursuant Company shall use best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the ----- ------ Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such the ----- group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriter and subject to the reductions set forth below, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, and second as to the Initiating Holders and any other Designated Holders who requested to participate in such registration pursuant to Section 3(b), pro rata within such group based on the number of Registrable Securities owned by each such Designated Holder and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Initiating Holder.

Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use all commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing its reasonable opinion that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration by removing from such registration securities owned, first by the Company, second by the Designated Holders other than the Initiating Holders (pro rata within such group based on the number of Registrable Securities owned by each such Designated Holder) and other shares third by the Initiating Holders (pro rata based on the number of Common Stock included Registrable Securities owned by each such Initiating Holder); provided, however, that in the request for event that any firm commitment to purchase any preferred stock of the Company pursuant to an Authorized Preferred Stock Issuance is entered into between the Company and any third-party purchaser(s) (each, a "New Investor") (such commitment to be subject only to such shareholder approval of the issuance of such new preferred stock as may be required by applicable law or regulation) within forty-five (45) days of the date hereof and, in connection with such issuance, any New Investor is granted registration rights in accordance with Section 10(b) hereof permitting such New Investor to exercise piggyback registration rights with respect to any Demand Registration initiated pursuant to Section 3(a) above and any such New Investor exercises such piggyback registration rights such that the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such Demand Registration only the aggregate amount of Registrable Securities plus registrable securities of the New Investors that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such Demand Registration by removing from such registration securities owned, first by the Company and second by the New Investors, the Initiating Holders and the Designated Holders other than the Initiating Holders (pro rata based on the amount of securities requested to be included in such registration by such New Investors, Initiating Holders and Designated Holders).

Underwriting Procedures. If the an Initiating Holders Holder so electelects, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause his/her or its Demand Registration shall to be in the form of a firm commitment an underwritten offering (which, for the avoidance of doubt, shall include, if the Registration Statement is in the form of a Shelf Registration Statement, preparing and filing a prospectus supplement that relates to such underwritten offering) and the managing underwriter or underwriters selected Managing Underwriter for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Company and such Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringHolder. If the Approved Managing Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration Demand Registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Managing Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, which, in the case of multiple Initiating Holders exercising their Demand Registration rights as part of such offering, shall be made pro rata within such group based on the number of Registrable Securities and other shares requested by each such Initiating Holders to be part of such offering. Notwithstanding anything to the contrary contained herein, (i) if the Company desires to sell Common Shares for its own account, it may include a number of Common Stock included Shares in the request applicable Registration Statement and related offering up to 10% of all of the Common Shares being sold in such offering, and (ii) the Company shall not be obligated to effect, or take any action to effect, an underwritten offering pursuant to a Demand Registration by an Initiating Holder during the period commencing on the date that is thirty (30) days prior to the Company’s good faith estimate of the filing date for a registration statement covering the offering and sale of Common Shares by the Company with respect to which the Company gave written notice to such Initiating Holder pursuant to Section 3(a)4.1 and ending on the date that is ninety (90) days after the effectiveness of such registration statement.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reducereduce the amount of Registrable Securities to be included in such registration to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without causing such material adverse effect. In such case Registrable Securities shall be included in the following order of priority: (1) first, any securities to be sold for the account of the Blackstone Holders and Wasserstein Holders (each as defined in the Existing Registration Xxxxxx Xxxxement), as to required by Section 4.1 of the Initiating HoldersExisting Registration Rights Agreement or Section 8.2 of this Agreement; (2) second, the Insurance Partners Stockholders (any Registrable Securities and other than the Initiating Holders) and the Other Rightholders as a group, the amount shares of Common Stock to be included in such registrationsold for the account of the Initiating Holders and Priority Holders (if any), pro rata within such group based on upon the number of Registrable Securities and other shares of Common Stock then owned by them; (3) third, any securities to be sold for the account of any Designated Holders (other than the Initiating Holders) and Future Designated Holders that are not Priority Holders, pro rata based upon the number of Registrable Securities and other shares of Common Stock then owned by them; and (4) fourth, by the Company or any other Person exercising incidental or piggyback registration rights. If, by reason of the application of clause (1) or the Priority Holders' rights (if any) in clause (2) or by reason of the 10 million share limitation, less than 50% of the Registrable Securities which the Initiating Holders of the subject Demand Registration requested be registered are included in such registration, the request for registration pursuant shall not count as one of the two Demand Registrations to which such Initiating Holders are entitled nor shall such registration count as a registration in which a Priority Holder exercised its right to be treated as a Priority Holder under Section 3(a)3.2.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a).case may be. Monday, August 11, 2003.MAX

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.4. In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriter and subject to the reductions set forth below, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount number of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect effect, and the amount of Registrable Securities shall reduce, as to be apportioned pro rata among all the Initiating Holders, the Insurance Partners Stockholders selling Holders (other than including the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities and other shares held by all such selling Holders. Further, the amount of Common Stock Registrable Securities held by all such selling Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the request for registration pursuant to Section 3(a)Demand Registration.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)4.6. In connection with any Demand Registration under this Section 3 Article IV involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 4.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to FIRST, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated PRO RATA among such Initiating Holders and Designated Holders, based on the Insurance Partners Stockholders (number of Registrable Securities requested to be included in such offering by each such Initiating Holder and Designated Holder, SECOND, any other than securities of the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, pro rata within which such group securities shall be allocated PRO RATA among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and THIRD, securities offered by the Company for its own account. In addition, the Company shall not be required to file any registration statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include all of the Registrable Securities and other shares of Common Stock included they requested to include in the request for such registration pursuant to Section 3(a).Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant to Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Demand Registration Notice, the Company shall use its commercially reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.01 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(aSections 2.01(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept agreement pursuant to the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.06(a) hereof and then only in such quantity as will notset forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good-faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated (i) first, to 100% of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering Demand Registration by any Holder that is sufficiently large to have a material adverse effect on an affiliate (as defined in Rule 12b-2 under the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion Exchange Act) of the Approved Underwriter may be sold without any Company, on a pro rata basis among such material adverse effect Holder(s) and shall reduce(ii) second, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities requested to be included in such registrationDemand Registration by any Holder that is not an affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Company, on a pro rata within such group basis among any Holder(s) that is not an affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Company, in each case, based on the relative number of Registrable Securities and other shares so requested to be included by each such Holder. The Holders of Common Stock a majority of the Registrable Securities to be included in any Demand Registration shall have the request for registration pursuant right to Section 3(aselect, subject to the prior written consent of the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offering.

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant to Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Demand Registration Notice, the Company shall use its commercially reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.01 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(aSections 2.01(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept agreement pursuant to the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.06(a) hereof and then only in such quantity as will notset forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good-faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on Demand Registration by the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating HoldersRequesting Holder(s) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities requested to be included in such registrationDemand Registration by any Holder who is not a Requesting Holder, on a pro rata within such group basis among the Requesting Holder(s) and any Holder(s) that is not a Requesting Holder based on the relative number of Registrable Securities and other shares so requested to be included by each such Holder. The Holders of Common Stock a majority of the Registrable Securities to be included in any Demand Registration shall have the request for registration pursuant right to Section 3(aselect, subject to the prior written consent of the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offering.

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant to Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Demand Registration Notice, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.01 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(aSections 2.01(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept agreement pursuant to the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.06(a) hereof and then only in such quantity as will notset forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good-faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated (i) first, to 100% of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering Demand Registration by any Holder that is sufficiently large to have a material adverse effect on an affiliate (as defined in Rule 12b-2 under the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion Exchange Act) of the Approved Underwriter may be sold without any Company, on a pro rata basis among such material adverse effect Holder(s) and shall reduce(ii) second, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities requested to be included in such registrationDemand Registration by any Holder that is not an affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Company, on a pro rata within such group basis among any Holder(s) that is not an affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Company, in each case, based on the relative number of Registrable Securities and other shares so requested to be included by each such Holder. The Holders of Common Stock a majority of the Registrable Securities to be included in any Demand Registration shall have the request for registration pursuant right to Section 3(aselect, subject to the prior written consent of the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offering.

Underwriting Procedures. If the Majority Initiating Holders so elect, Insmed shall use its reasonable best efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Shareholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Shareholder accepts the terms of the underwriting offering as agreed upon by the CompanyInsmed, the Majority Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing Insmed that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company Insmed shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Shareholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall reducebe allocated pro rata among such Designated Shareholders participating in the offering, as to based on the Initiating Holdersnumber of Registrable Securities held by each such Designated Shareholder, the Insurance Partners Stockholders (second, any other than the Initiating Holders) and the Other Rightholders as a group, the amount securities of Common Stock Insmed requested by any other holders thereof to be included in such registration, pro rata within among such group other holders based on the number of Registrable Securities securities held by each such holder, and other shares of Common Stock included in the request third, securities offered by Insmed for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)2.6. In connection with any Demand Registration under this Section 3 Article 2 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 2.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, with such reduction applying first as to the Company, second as to the Investor Holders who are not Initiating Holders and who request to participate in such registration pursuant to Section 2.2 hereof as a group, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, first as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any; and second as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders Holders as a group, the amount of Common Stock to be included in such registration, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant Demand Registration, the amount of Registrable Securities to Section 3(a)be included in such registration; provided, however, that if the number of Registrable Securities to be included in a Demand Registration by an Initiating Holder is reduced by the Approved Underwriter, then such Initiating Holder shall be entitled to retain a Demand Registration with respect to such number of Registrable Securities excluded by the Approved Underwriter, provided that such Initiating Holder may not initiate such Demand Registration within nine months of the effective date of the Registration Statement with respect to the Demand Registration in which the Approved Underwriter excluded such Initiating Holder's Registrable Securities.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall or Short-Form Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter (as hereinafter defined) selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration or Short-Form Registration under this Section 3 (including any request pursuant to Section 3(d)) involving an underwritingunderwritten public offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Investor Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a4(a) shall be included in such underwriting underwritten public offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Investor Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company and the requesting Investor Holders in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large exceeds the number of securities which can be sold in such offering within a price range acceptable to have the holders of a material adverse effect on majority of the success of Registrable Securities requested to be included in such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration and shall include first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Initiating Holder(s), pro rata within such group (if applicable), based on the number of Registrable Securities and beneficially owned by each such Initiating Holder(s), second, other shares Registrable Securities of Common Stock Investor Holders requested to be included in such offering, pro rata based on the request for registration number of Registrable Securities owned by each such party, and third, the equity securities offered by the Company by its own account; provided, however, that, in the event that, due to a cutback in accordance with this clause (f), a Demand Initiating Holder is unable to sell at least 80% of the Registrable Securities initially proposed to be sold by such Demand Initiating Holder pursuant to a Demand Registration, such Demand Initiating Holder shall be entitled to withdraw its demand if it pays the Registration Expenses and any expenses pursuant to Section 3(a)7(d)(ii) associated with such registration incurred to date, and such offering shall neither constitute a Demand Registration nor count against the limit thereof.

Underwriting Procedures. If the Initiating Holders Shamrock so electelects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defineddefined in Section 2(e)) selected in accordance with Section 3(f2(e). In connection with With respect to any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Companyfirm commitment underwritten offering, the Initiating Holders Company shall enter into a reasonable and customary underwriting agreement with the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock Ordinary Shares requested to be included in such offering is sufficiently large so as to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Ordinary Shares that in the opinion of the Approved Underwriter may be sold without any such material adverse effect advereffect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, allocate the amount of Common Stock the Ordinary Shares to be included in such registrationregistration as follows: (i) first, Shamrock shall be permitted to include all Registrable Securities to be registered thereby; (ii) second, Eastgate shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate, pro rata within among the Eastgate entities to the amount of shares then held by each such group based on Eastgate entity; and (iii) third, the Company and any other shareholder exercising piggyback registration rights shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate; provided, however, that the amount of Ordinary Shares to be sold by the Company and any other shareholders under clause (iii) and/or (iv) and intended to be included in such offering shall be reduced in its entirety prior to any reduction of the number of Shamrock's Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Securities.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Xxxxxx accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, First as to the Company, Second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and Third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(acase may be. (f).

Underwriting Procedures. If the Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall pursuant to this Section 2 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)2(e) hereof. In connection with any Demand Registration under this Section 3 2 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders holder making a request for inclusion thereof of such Common Stock pursuant to Section 3(a2(a) or 2(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept holder (i) accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will notset forth below and (ii) completes and executes all reasonable questionnaires, in powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the opinion of the Approved Underwriter, jeopardize the success terms of such offeringunderwriting arrangements. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of such Common Stock requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Common Stock in such offering, then the Company shall include in such registration only Demand Registration, on a pari passu basis, to the aggregate extent of the amount that the Approved Underwriter believes may be sold in an orderly manner at a price that is acceptable to the Initiating Holders without causing such material adverse effect, shares of Common Stock that of the holders requested to be registered pursuant to such Demand Registration allocated pro rata among such holders participating in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group offering based on the number of Registrable Securities and other shares of Common Stock held by each such holder; and if the Approved Underwriter determines that additional securities may be included in such offering after including all of the request for registration shares of Common Stock of the participating holders requested to be registered pursuant to Section 3(a)such Demand Registration, then the offering may include securities offered by the Company for its own account.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall be to be, subject to Section 4.7, in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)4.7. In connection with any Demand Registration under this Section 3 Article IV involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 4.3 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the CompanyCompany (subject to Section 6.1(g)), the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company and the Holders of the Registrable Securities to be registered in writing that in its opinion the aggregate amount number of Common Stock Registrable Securities proposed to be sold in any registration under this Article IV and any other securities of the Company requested or proposed to be included in such registration exceeds the number (the "Maximum Number of Shares (Demand Registration)") that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, then the Company will include in such registration (x) first, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated among such Initiating Holders and Designated Holders as they may agree or, failing such agreement, pro rata among them based on the number of Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success by each such Initiating Holder and Designated Holder regardless of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities actually held by such Initiating Holder and other such Designated Holder, (y) second, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clause (x), the shares of Common Stock included in or other securities that the request for Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Demand Registration), and (z) third, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clauses (x) and (y), the shares of Common Stock, if any, as to which registration has been requested pursuant to Section 3(a)written contractual piggy-back registration rights of security holders. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate in any such registration to the extent the Approved Underwriter determines in good faith that the participation of such employee in such registration would materially adversely affect the marketability or offering price of the Registrable Securities subject to such registration.

Underwriting Procedures. If the Company or the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Initiating Holders which Registrable Securities shall reducebe allocated pro rata among such Initiating Holders based on the number of Registrable Securities held by each such Initiating Holder, as the case may be, second, such number of Registrable Securities of any Designated Holder participating in the offering pursuant to the Initiating Holdersterms of Section 3(b), which Registrable Securities shall be allocated pro rata among each such Designated Holder, third, any other securities of the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata within among such group stockholders, based on the number of Registrable Securities the Company’s securities held by each such stockholder, and other shares of Common Stock included in fourth, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Company or the Initiating Holders holding no less than thirty percent (30%) interest of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering3.4. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such underwritten offering is sufficiently large to have a material adverse effect on exceeds the success of number that can be reasonably sold in such offering, then the Company shall include in such registration offering only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may reasonably be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationoffering, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Article IV hereof) as a group, if any, pro rata within such group based on the number of Registrable Securities then owned by each such Designated Holder and other shares third as to the Initiating Holders as a group, pro rata based on the number of Common Stock Registrable Securities then owned by each such Initiating Holder; provided, that in any event the number of Registrable Securities included in the request for offering shall not be reduced below thirty percent (30%) of the total number of securities included in such offering. For purposes of this Article III a registration pursuant shall not be counted as a Demand Registration if, as a result of an exercise of the underwriter’s cutback provisions in this clause (d), fewer than fifty percent (50%) of the total number of Registrable Securities requested to Section 3(a)be included in such registration statement are actually included.

Underwriting Procedures. If the Initiating Holders so elect, the Company shall use commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall or any Shelf Takedown pursuant to this Section 2 to be in the form of a firm commitment underwritten offering and offering; provided, however, that the Company shall not be obligated to effect more than five (5) such underwritten offerings. The managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)2(g) hereof. In connection with any Demand Registration or Shelf Takedown under this Section 3 2 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Initial Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a2(a) or 2(c) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Initial Holder (i) accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will notset forth below and (ii) completes and executes all reasonable questionnaires, in powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the opinion of the Approved Underwriter, jeopardize the success terms of such offeringunderwriting arrangements. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration or Shelf Takedown, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold in an orderly manner at a price that is acceptable to the Initiating Holders without any causing such material adverse effect and shall reduceeffect, as to all of the Registrable Securities of the Initiating HoldersHolders requested to be registered pursuant to such Demand Registration or Shelf Takedown; if the Approved Underwriter determines that additional securities may be included in such offering after including all of the Registrable Securities of the Initiating Holders requested to be included in such Demand Registration or Shelf Takedown, then the Insurance Partners Stockholders offering may include additional securities in the following order of priority (i) first, such number of Registrable Securities of the Initial Holders (other than the Initiating Holders) and RBL Holders participating in the Other Rightholders as a groupoffering under Section 2(c) hereof, the amount of Common Stock to which Registrable Securities shall be included in such registration, allocated pro rata within among such group Initial Holders and RBL Holders participating in the offering, based on the number of Registrable Securities held by each such Initial Holder and other shares of Common Stock RBL Holder, (ii) second, to the extent any additional securities may be included in such offering after giving effect to clause (i), any other securities of the request Company requested by holders thereof to be included in such registration or Shelf Takedown, pro rata among such other holders based on the number of securities held by each such holder, and (iii) third, to the extent any additional securities may be included in such offering after giving effect to clauses (i) and (ii), securities offered by the Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities to which the requested Demand Registration relates held by all Initiating Holders so elect, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Companyevent, the Initiating Holders and the Approved Underwriter, and then only Company shall use their respective reasonable efforts to include all Registrable Securities (including those securities requested by the Company to be included in such quantity as will notregistration) requested by the Holders or the Company to be included in such registration. Notwithstanding the foregoing sentence, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and shall reduce, as to (i) if the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount number of Common Stock Registrable Securities to be included in such registrationregistration is greater than the Approved Underwriting Amount, then each Holder shall be entitled to have included in such registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities of such class sought to be registered by the Holders in their requests for participation in the requested Demand Registration, and the Company and any Person who is not a Holder shall not include any securities therein, and (ii) to the extent that the number of Registrable Securities of such class to be included by the Holders is less than the Approved Underwriter Amount, securities that the Company and other shares any Person who is not a Holder proposes to register may also be included with such priority as the Company may in its discretion consider appropriate. If, as a result of Common Stock included the pro-ration provision of this Section 3(d), any Holder shall not be entitled to include in a registration all Registrable Securities that such Holder has requested to be included, such Holder may elect to withdraw its request to include Registrable Securities of such class in such registration or may reduce the number requested to be included; provided, however, that (i) such request for must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration pursuant to Section 3(a)and (ii) such withdrawal or reduction shall be irrevocable.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriter and subject to the reductions set forth below, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 4 hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the other Initiating Holders and the Approved Underwriter, and then then, subject to the immediately following sentence, only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, FIRST, as to the Company, SECOND, as to any other stockholders of the Company who hold similar registration rights to the Designated Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based upon the number of Registrable Securities or other similar securities owned by each such other stockholder of the Company as a group, if any, and THIRD, as to the (i) Designated Holders and (ii) any other stockholders of the Company who hold and have exercised similar registration rights as the Initiating Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based on the number of Registrable Securities and or other shares similar securities owned by each such Designated Holder or each such other stockholder of Common Stock included in the request for registration pursuant to Section 3(a)Company.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall be to be, subject to Section 4.7, in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)4.7. In connection with any Demand Registration under this Section 3 Article IV involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 4.3 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the CompanyCompany (subject to Section 6.1(g)), the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company and the Holders of the Registrable Securities to be registered in writing that in its opinion the aggregate amount number of Common Stock Registrable Securities proposed to be sold in any registration under this Article IV and any other securities of the Company requested or proposed to be included in such registration exceeds the number (the “Maximum Number of Shares (Demand Registration)”) that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, then the Company will include in such registration (x) first, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated among such Initiating Holders and Designated Holders as they may agree or, failing such agreement, pro rata among them based on the number of Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success by each such Initiating Holder and Designated Holder regardless of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities actually held by such Initiating Holder and other such Designated Holder, (y) second, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clause (x), the shares of Common Stock included in or other securities that the request for Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Demand Registration), and (z) third, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clauses (x) and (y), the shares of Common Stock, if any, as to which registration has been requested pursuant to Section 3(a)written contractual piggy-back registration rights of security holders. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate in any such registration to the extent the Approved Underwriter determines in good faith that the participation of such employee in such registration would materially adversely affect the marketability or offering price of the Registrable Securities subject to such registration.

Underwriting Procedures. If the Initiating Holders holding a ----------------------- majority of the Registrable Securities held by all Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and (i) each Designated Holder --------------------------- shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration and (ii) to the extent that the number of Registrable Securities to be included by the Designated Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register shall also be included. If, as a result of the proration provision of this Section 3(d), any Designated Holder shall not be entitled to include all Registrable Securities in a registration that such Designated Holder has requested to be included, such Designated Holder may elect to withdraw his request to include Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and other shares of Common Stock included in the request for registration pursuant to Section 3(a)(y) such withdrawal or reduction shall be irrevocable.

Underwriting Procedures. If the Company or the Initiating Holders ----------------------- holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of Registrable Securities pursuant Company shall use best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the ----- ------ Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such the ----- group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Initiating Holders holding more than 50% of the Registrable Securities held by all Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success or pricing of such offering (the "APPROVED UNDERWRITER AMOUNT"), and each Designated Holder shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration. To the extent that the number of Registrable Securities and other shares of Common Stock to be included by the Designated Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register may, subject to the limitations contained in the request for registration pursuant to Section 3(a3(e), also be included.

Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use all commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing its reasonable opinion that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registrationregistration by removing from such registration securities owned, first by the Company and ----- second by the Designated Holders (including the Initiating Holders) pro rata within such group ------ based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)owned by each such Designated Holder.

Underwriting Procedures. If the Initiating Holders ----------------------- holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders ----- ------ (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as ----- to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Company or the Initiating ----------------------- Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to cause a Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success be detrimental to of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of be detrimental to such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse detrimental effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders ----- ------ (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as ----- to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If the Initiating Holders undersigned so electelects, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f5(d). In connection with any Demand Registration under this Section 3 5 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) undersigned shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept undersigned accepts the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration; provided, pro rata within such group based on however, that if the number of Registrable Securities and other shares of Common Stock to be included in a Demand Registration is reduced by the request for registration pursuant Approved Underwriter, then the undersigned shall be entitled to Section 3(a)retain a Demand Registration with respect to such number of Registrable Securities excluded by the Approved Underwriter, provided that such Initiating Holder may not initiate such Demand Registration within nine months of the effective date of the Registration Statement with respect to the Demand Registration in which the Approved Underwriter excluded such Registrable Securities.

Underwriting Procedures. If the applicable Initiating Holders Holder so electelects, the Company shall use its commercially reasonable efforts to cause the offering of Registrable Securities made pursuant to a such Demand Registration shall pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Stockholder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Stockholder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders Holder and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall reducebe allocated pro rata among the Designated Stockholders participating in the offering, as to based on the Initiating Holdersaggregate number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Insurance Partners Stockholders (Company requested by any other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock holders thereof to be included in such registration, pro rata within among such group other holders based on the number of Registrable Securities securities held by each such holder, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Initiating Holders so elect, registration of which the Company gives notice is for a registered public offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.5 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders (other than the Holders) invoking contractual rights to distribute their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.5, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company for its own account; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any of the Insurance Partners Stockholders stockholder (other than a Holder) invoking contractual rights to have their securities registered, if any, on a pro rata basis. Notwithstanding the Initiating Holders) or foregoing, the number of shares of Common Stock Registrable Securities held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be the Holders included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms registration shall not be reduced below ten percent (10%) of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate total amount of Common Stock requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be securities included in such registration, pro rata within unless such group based on offering is the IPO, in which case the selling Holders may be excluded entirely if the underwriters make the determination described above, and no other stockholder’s securities are included. If the underwriters have not limited the number of shares to be underwritten for the Company’s account and the account of the Holders, the Company may include securities for the account of employees, officers, directors and consultants. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable Securities and and/or other shares of Common Stock included in the request for registration pursuant to Section 3(a)securities so excluded or withdrawn shall also be withdrawn from registration.

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3A(e). In connection with The Company shall not include in any Demand Registration under this Section 3 involving an underwriting, none of such underwritten offering any securities unless the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion holders thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting underwritten offering as agreed upon by between the Company, the Initiating Holders Approved Underwriter and the Approved UnderwriterInitiating Holders, and then only in such quantity as such underwriter believes will not, in the opinion of the Approved Underwriter, not jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reducereduce the amount of securities to be included in such registration, first as to the Initiating Company and shareholders of the Company, if any, other than Designated Holders, entitled to request to participate in such registration pursuant to contractual agreements with the Insurance Partners Stockholders Company, second as to the Designated Holders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock who requested to be included participate in such registration, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)) hereof, if any, and third as to the Initiating Holders.

Underwriting Procedures. If the Initiating Holders holding more than 50% of the Registrable Securities held by all Initiating Holders to be included in the requested Demand Registration so elect, the offering of Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large as to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success or pricing of such offering (the "APPROVED UNDERWRITER AMOUNT"), and each Designated Holder shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration. To the extent that the number of Registrable Securities and other shares of Common Stock to be included by the Designated Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register may, subject to the limitations contained in the request for registration pursuant to Section 3(a3(e), also be included.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, First as to the Company, Second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and Third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(acase may be. (f).

Underwriting Procedures. If the Initiating Holders Shamrock so electelects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defineddefined in Section 2(e)) selected in accordance with Section 3(f2(e). In connection with With respect to any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Companyfirm commitment underwritten offering, the Initiating Holders Company shall enter into a reasonable and customary underwriting agreement with the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock Ordinary Shares requested to be included in such offering is sufficiently large so as to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Ordinary Shares that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, allocate the amount of Common Stock the Ordinary Shares to be included in such registrationregistration as follows: (i) first, Shamrock shall be permitted to include all Registrable Securities to be registered thereby; (ii) second, Eastgate shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate, pro rata within among the Eastgate entities to the amount of shares then held by each such group based on Eastgate entity; and (iii) third, the Company and any other shareholder exercising piggyback registration rights shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate; provided, however, that the amount of Ordinary Shares to be sold by the Company and any other shareholders under clause (iii) and/or (iv) and intended to be included in such offering shall be reduced in its entirety prior to any reduction of the number of Shamrock's Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Securities.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a) 3.2 hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reducereduce the amount of Registrable Securities to be included in such registration to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without causing such material adverse effect. In such case Registrable Securities shall be included in the following order of priority: (1) first, any securities to be sold for the account of the Blackstone Holders and Wasxxxxxxxx Xxlders (each as defined in the Existing Registration Rights Agreement), as to required by Section 4.1 of the Initiating HoldersExisting Registration Rights Agreement or Section 8.2 of this Agreement; (2) second, the Insurance Partners Stockholders (any Registrable Securities and other than the Initiating Holders) and the Other Rightholders as a group, the amount shares of Common Stock to be included in such registrationsold for the account of the Initiating Holders and Priority Holders (if any), pro rata within such group based on upon the number of Registrable Securities and other shares of Common Stock then owned by them; (3) third, any securities to be sold for the account of any Designated Holders (other than the Initiating Holders) and Future Designated Holders that are not Priority Holders, pro rata based upon the number of Registrable Securities and other shares of Common Stock then owned by them; and (4) fourth, by the Company or any other Person exercising incidental or piggyback registration rights. If, by reason of the application of clause (1) or the Priority Holders' rights (if any) in clause (2) or by reason of the 10 million share limitation, less than 50% of the Registrable Securities which the Initiating Holders of the subject Demand Registration requested be registered are included in such registration, the request for registration pursuant shall not count as one of the two Demand Registrations to which such Initiating Holders are entitled nor shall such registration count as a registration in which a Priority Holder exercised its right to be treated as a Priority Holder under Section 3(a)3.2.