Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder If the holders of not less than a majority of any class of Registrable Securities who desires included in any offering pursuant to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request so elect, such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, form of an Underwritten Offering and the underwriting arrangements Issuer, if necessary, shall use its reasonable best efforts to amend or supplement the Shelf Registration Statement for such purpose. The Issuer, after consulting with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the class of Registrable Securities to be included in such Underwritten Offering, shall have the right to select the managing underwriter or underwriters for the offering; provided, however, that . If the managing underwriter or underwriters of any such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to proposed Underwritten Offering informs the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's holders of Registrable Securities of any class sought to be included in such registration in writing that, in its or their opinion, the underwritten total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in accordance with any approved underwriting arrangementssuch offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered, then the securities of each class to be included in such registration shall be allocated as follows: (bi) first, pro rata among the holders which have requested participation in such Holder completes and executes all reasonable questionnairesUnderwritten Offering (based, powers for each such holder, on the percentage derived by dividing (x) the number or amount of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms Registrable Securities of such approved underwriting arrangementsclass which such holder has requested to include in such Underwritten Offering by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); (ii) second, and only if all the securities referenced in clause (ci) if have been included, any other securities of the Issuer requested by the holders thereof to included in such Holder is not then an Electing Holderregistration that, in the opinion of such Holder returns a completed and signed Notice and Questionnaire underwriter or underwriters, can be sold without having such adverse effect shall be included therein, with such number to be allocated pro rata among such holders (based, for each such holder, on the Company in accordance with Section 3(a)(iipercentage derived by dividing (x) hereof within a reasonable the number or amount of time before such underwritten offering. The Holders participating securities of such class which such holder has requested to include in any underwritten offering shall be responsible for any underwriting discounts such registration by (y) the aggregate number or amount of securities of such class which all such holders have requested to include); and (iii) third, and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay only if all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to referenced in clauses (i) and (ii) have been included and in the opinion of such underwriter or underwriters such securities can be included in an underwritten offering to prepare and file an amendment or supplement to sold without having such adverse effect, securities offered by the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement Issuer for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayits own account.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities , then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during so advise the Effectiveness PeriodHolders. Upon receipt of In such a requestevent, the Company shall provide all Holders right of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 5.2, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Company Registrable Securities requesting inclusion of their Company Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Company Registrable Securities requested to be included in such offering by such holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Class A Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Class A Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Company Registrable Securities and underwriting arrangements must be reasonably satisfactory to are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company. No Holder may participate in any ) shall first be excluded from such registration and underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's before any Registrable Securities to be included in the underwritten offering in accordance with are so excluded. If any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(iiand the underwriter(s), delivered at least ten (10) hereof within a reasonable amount Business Days prior to the effective date of time before the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) Subject to any applicable restrictions on transfer in the Electing Holders Investment Agreement or otherwise, the Purchasers may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company specifying that the sale of at least 33-1/3% in aggregate principal amount some or all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a requestStatement, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities is intended to be included in such conducted through an underwritten offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Holders of Registrable Securities may not, without the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements’s prior written consent, (bi) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in launch an underwritten offering the anticipated gross proceeds of which shall be less than US$20 million (unless the Holders are proposing to prepare and file an amendment or supplement to sell all of their remaining Registrable Securities), (ii) launch more than one (1) underwritten offerings at the Shelf Registration Statement and Prospectus in connection with request of the Holders within any ninety (90) day-period. (ii) In the event of an underwritten offering, the Company may delay Investor shall select the filing managing underwriter(s) to administer the underwritten offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. The Company, the Purchasers, the Holders of Registrable Securities and holders of any such amendment or supplement for up to 90 days if the Board of Directors securities of the Company shall have determined participating in an underwritten offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (iii) The Company will not include in any underwritten offering pursuant to this Section 1.4(f) any securities that are not Company Registrable Securities without the prior written consent of the Purchasers. If the managing underwriter or underwriters advise the Company and the Purchasers in writing that in its or their good faith that opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company has will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Company Registrable Securities of the holders that have requested to participate in such underwritten offering, allocated pro rata among such holders on the basis of the respective percentages of the Company Registrable Securities requested to be included in such offering by such holders, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, if the Purchasers wish to engage in an underwritten block trade off of a bona fide business reason for Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the time periods set forth above, such delayholders only need to notify the Company of the block trade Shelf Offering two (2) Business Days prior to the day such offering is to commence (unless a longer period is agreed to by the Purchasers). The Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as three (3) Business Days after the date it commences).

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires may on up to do so may sell Registrable Securities four (in whole 4) occasions after the Resale Shelf Registration Statement becomes effective deliver a written notice to the Company specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, so long as the investment banker anticipated gross proceeds of such underwritten offering is not less than twenty-five million dollars ($25,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities in which case no such minimum gross proceeds threshold shall apply) (the “Underwritten Offering”). In the event of an Underwritten Offering: (a) The Holder or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter or underwriters to be included in such offeringadminister the Underwritten Offering; provided, however, provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to Holder or Holders will not make the choice of such managing underwriter or underwriters without first consulting with the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, . (b) such Holder completes and executes all reasonable questionnairesNotwithstanding any other provision of this Section 1.6, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under if the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing managing underwriter or the provisions of Section 3(n) hereof, upon receipt underwriters of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if proposed Underwritten Offering advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have determined requested to be included in good faith that such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company has and the managing underwriter or underwriters. (c) The Company shall agree and shall cause its executive officers and directors to sign a bona fide business reason for such delaycustomary “lock-up” agreement with the underwriters in any Underwritten Offering.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) Subject to any applicable restrictions on transfer in this Agreement and other Transaction Documents (the Electing Holders “Transfer Restrictions”), any Holder may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company specifying that the sale of at least 33-1/3% in aggregate principal amount some or all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request (such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a requestHolder, the Company shall provide all Holders of Registrable Securities written notice of the request“Requesting Holder”), which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities is intended to be included in such conducted through an underwritten offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Holders of Registrable Securities may not, without the Company. No Holder may participate in any ’s prior written consent, (A) launch an underwritten offering contemplated hereby the anticipated gross proceeds of which shall be less than US$20 million (unless (a) such Holder agrees the Holders are proposing to sell such Holder's all of their remaining Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangementsSecurities), and (cB) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to launch more than one (1) underwritten offerings at the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to Holders within any ninety (90) day-period. (ii) In the Shelf Registration Statement and Prospectus in connection with event of an underwritten offering, the Company may delay Requesting Holder shall select the filing managing underwriter(s) to administer the underwritten offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. The Company, the Requesting Holder, the other Holders of Registrable Securities and holders of any such amendment or supplement for up to 90 days if the Board of Directors securities of the Company shall have determined participating in an underwritten offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (iii) The Company will not include in any underwritten offering pursuant to this Section 1.4(f) any securities that are not Company Registrable Securities without the prior written consent of the Requesting Holder. If the managing underwriter or underwriters advise the Company and the Requesting Holder in writing that in its or their good faith that opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company has will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Company Registrable Securities of the holders that have requested to participate in such underwritten offering, allocated pro rata among such holders on the basis of the respective percentages of the Company Registrable Securities requested to be included in such offering by such holders, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, if the Requesting Holder wish to engage in an underwritten block trade off of a bona fide business reason for Shelf Registration Statement (either through filing an automatic shelf registration statement, if available, or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the time periods set forth above, such delayholders only need to notify the Company of the block trade Shelf Offering (as defined below) two (2) Business Days prior to the day such offering is to commence (unless a longer period is agreed to by the Requesting Holder). The Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as three (3) Business Days after the date it commences).

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities , then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during so advise the Effectiveness PeriodHolders. Upon receipt of In such a requestevent, the Company shall provide all Holders right of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 2.11, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Company Registrable Securities requesting inclusion of their Company Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Company Registrable Securities requested to be included in such offering by such holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Class A Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Class A Ordinary Shares of the Registrable Securities (or such lesser amount only as required to comply with applicable Law), on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Company Registrable Securities and underwriting arrangements must be reasonably satisfactory to are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company. No Holder may participate in any ) shall first be excluded from such registration and underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's before any Registrable Securities to be included in the underwritten offering in accordance with are so excluded. If any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(iiand the underwriter(s), delivered at least ten (10) hereof within a reasonable amount Business Days prior to the effective date of time before the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's ’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any At any time and from time to time following the effectiveness of the Registration Statement required by subsections 2.1.1 or 2.1.2, any Holder may request to sell all or a portion of Registrable Securities who desires to do so may sell their Registrable Securities (in whole or in parta “Demanding Holder”) in an underwritten offering; offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (ia) the Electing Holders reasonably expect aggregate gross proceeds in excess of at least 33-1/3% in aggregate principal amount $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities then covered held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Shelf Registration Statement Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall request such an offering specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (iinet of underwriting discounts and commissions) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness PeriodUnderwritten Offering. Upon Within five (5) business days after receipt of such a requestany Underwritten Demand Notice, the Company shall provide give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the Pro Rata calculations in subsection 2.1.5, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written notice requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the requestCompany (such consent not to be unreasonably withheld, conditioned or delayed) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which notice each Holder and the Company shall inform enter shall contain such representations and warranties, covenants, indemnities and other rights and obligations of the Company and such Holders that they have as are customary in underwritten offerings of securities. Under no circumstances shall the opportunity Company be obligated to participate in effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements Holders under this subsection 2.1.3 with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to be included in such offeringthis subsection 2.1.3; provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such investment bankers purposes unless a Registration Statement that may be available at such time has become effective and managers and underwriting arrangements must be reasonably satisfactory to all of the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities requested by the Requesting Holders and the Demanding Holders to be included registered on behalf of the Requesting Holders and the Demanding Holders in the underwritten offering in accordance with any approved underwriting arrangementssuch Registration Statement have been sold, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount 3.1 of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delaythis Agreement.

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires may on up to do so may sell Registrable Securities three (in whole 3) occasions after the Resale Shelf Registration Statement becomes effective deliver a written notice to the Company (with copy to the other Holders) specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, so long as the investment banker or bankers and manager or managers that will administer anticipated gross proceeds of such underwritten offering is not less than twenty million dollars ($20,000,000) (unless the offering will be selected by, and Holders are proposing to sell all of their remaining Registrable Securities) (the underwriting arrangements with respect thereto “Underwritten Offering”). In the event of an Underwritten Offering: (including the size of the offeringa) will be approved by, the holders The Holders of a majority of the Registrable Securities participating in the Underwritten Offering shall select the managing underwriter or underwriters to be included in such offeringadminister the Underwritten Offering; provided, however, that the choice of such investment bankers and managers and underwriting arrangements must managing underwriter or underwriters shall be reasonably satisfactory subject to the written consent of the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities , which is not to be included in the underwritten offering in accordance with any approved underwriting arrangementsunreasonably withheld, conditioned or delayed. (b) such Holder completes and executes all reasonable questionnairesNotwithstanding any other provision of this Section 1.6, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under if the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing managing underwriter or the provisions of Section 3(n) hereof, upon receipt underwriters of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if proposed Underwritten Offering advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have determined requested to be included in good faith that such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company has a bona fide business reason for such delayand the managing underwriter or underwriters.

Underwritten Offering. Any Holder (a) Subject to any applicable restrictions on transfer in the Stockholders Agreement or otherwise, one or more Holders of Registrable Securities who desires may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to do so may sell Registrable Securities the Company (in whole the “Underwritten Offering Notice”) specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by the subject to such Resale Shelf Registration Statement Statement, is intended to be conducted through an underwritten offering or an underwritten block trade or bought deal; provided, however, that the Holders may not, without the Company’s prior written consent, (i) launch an underwritten offering or underwritten block trade or bought deal the anticipated gross proceeds of which shall request such an offering and be less than $25,000,000 (unless the Holder, collectively with all of its Affiliates, is proposing to sell all of their remaining Registrable Securities), (ii) launch more than three underwritten offerings or underwritten block trades or bought deals at least the request of the Holders within any 365-day period or (iii) launch an underwritten offering or underwritten block trade or bought deal within the period (a “Quarterly Blackout Period”) commencing on the seventh calendar day of the third month of each fiscal quarter and ending at the start of the second full trading day following the date of public disclosure of the financial results for that fiscal quarter (such aggregate principal amount qualifying underwritten offering or underwritten block trade or bought deal, an “Underwritten Offering”). (b) In the event of an Underwritten Offering, the Holder(s) delivering the Underwritten Offering Notice shall select the managing underwriter(s) to administer the Underwritten Offering; provided that the choice of such Registrable Securities managing underwriter(s) shall be included in such offering; and provided further that subject to the Company consent of the Company, which shall not be obligated unreasonably withheld. In making the determination to cooperate consent to the Holder or Holders’, as applicable, choice of managing underwriter(s), the Company may take into account its business and strategic interests. The Company and the Holders participating in an Underwritten Offering will enter into an underwriting agreement in customary form with more than one underwritten offering during the Effectiveness Period. managing underwriter or underwriters selected for such offering. (c) Upon receipt of an Underwritten Offering Notice (which, in the case of an Underwritten Offering that is an underwritten block trade or bought deal, shall be received by the Company not less than two Business Days prior to the day such a requestoffering is first anticipated to commence), the Company shall provide promptly deliver to each other Holder written notice thereof and if, within three Business Days after the date of the delivery of such notice (or one Business Day in the case of an Underwritten Offering that is an underwritten block trade or bought deal), a Holder shall so request in writing, the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Offering (which, in the case of an Underwritten Offering that is an underwritten block trade or bought deal, close as early as two Business Days after the date it commences) include in such Underwritten Offering all Holders or any part of such Holder’s Registrable Securities as such Holder requests to be registered, subject to Section 1.6(d). (d) The Company will not include in any Underwritten Offering pursuant to this Section 1.6 any securities that are not Registrable Securities (other than the WPP Securities) without the prior written consent of the Holder(s) participating in such Underwritten Offering. If the managing underwriter or underwriters advise the Company and such Holder(s) in writing that in its or their good faith opinion the number of Registrable Securities written notice of the request(and, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offeringif permitted hereunder, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities other securities requested to be included in such offering; provided, however, that ) exceeds the number of securities which can be sold in such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) light of market conditions or is such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under so as to adversely affect the terms success of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay will include in such offering only such number of securities that can be sold without adversely affecting the filing marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such Underwritten Offering, allocated pro rata among such Holders on the basis of their respective then-owned Registrable Securities, and (ii) second, any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that been requested to be so included (including any WPP Securities, to the Company has a bona fide business reason for such delayextent applicable).

Underwritten Offering. Any Electing Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; , provided that (i) the Electing Holders of at least 33-1/325% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; , and provided further provided, further, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Periodoffering. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(nSections 3(l) and 3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 60 days if the Board of Directors of the Company (or an executive officer of the Company duly authorized for such purpose) shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder If the holders of not less than a majority of any class of Registrable Securities who desires included in any offering pursuant to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request so elect, such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, form of an Underwritten Offering and the underwriting arrangements Issuer, if necessary, shall use its reasonable best efforts to amend or supplement the Shelf Registration Statement for such purpose. The Issuer, after consulting with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the class of Registrable Securities to be included in such Underwritten Offering, shall have the right to select the managing underwriter or underwriters for the offering; provided, however, that . If the managing underwriter or underwriters of any such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to proposed Underwritten Offering informs the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's holders of Registrable Securities of any class sought to be included in such registration in writing that, in its or their opinion, the underwritten total amount or kind of securities which such holders and any other Persons intend to include in such offering exceeds the number or amount which can be sold in accordance with any approved underwriting arrangementssuch offering without being likely to have a significant adverse effect on the price, timing or distribution of the class or classes of the securities offered or the market for the class or classes of securities offered, then the securities of each class to be included in such registration shall be allocated as follows: (bi) first, pro rata among the holders which have requested participation in such Holder completes and executes all reasonable questionnairesUnderwritten Offering (based, powers for each such holder, on the percentage derived by dividing (x) the number or amount of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms Registrable Securities of such approved underwriting arrangementsclass which such holder has requested to include in such Underwritten Offering by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); (ii) second, and only if all the securities referenced in clause (ci) if have been included, any other securities of the Issuer requested by the holders thereof to included in such Holder is not then an Electing Holderregistration that, in the opinion of such Holder returns a completed and signed Notice and Questionnaire underwriter or underwriters, can be sold without having such adverse effect shall be included therein, with such number to be allocated pro rata among such holders (based, for each such holder, on the Company in accordance with Section 3(a)(iipercentage derived by dividing (x) hereof within a reasonable the number or amount of time before such underwritten offering. The Holders participating securities of such class which such holder has requested to include in any underwritten offering shall be responsible for any underwriting discounts such registration by (y) the aggregate number or amount of securities of such class which all such holders have requested to include); and (iii) third, and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay only if all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to referenced in clauses (i) and (ii) have been included and in the opinion of such underwriter or underwriters such securities can be included in an underwritten offering to prepare and file an amendment or supplement to sold without having such adverse effect securities offered by the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement Issuer for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayits own account.

Underwritten Offering. Any If any Initiating Holder of intends to distribute the Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in covered by its request by means of an underwritten offering; provided that (i) , then it shall so advise the Electing Holders Company as a part of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall its request such an offering made pursuant to this Section 1.2 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be obligated conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to cooperate with more than one the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering during shall enter into an underwriting agreement in customary form with the Effectiveness Period. Upon receipt of managing underwriter or underwriters selected for such a request, underwriting by the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities (other than “Registrable Securities” (as defined in the underwritten offering Convertible Note Purchase Agreements, hereafter “Convertible Notes Registrable Securities” and any other securities similarly defined under any registration rights that may be granted by the Company to any Person in accordance the future relating to any securities of the Company, which registration rights either (i) rank pari passu with any approved underwriting arrangementsthose granted to the Holders of Registrable Securities or (ii) are granted pursuant to Section 5.2 (together with the registration rights granted to holders of Convertible Notes Registrable Securities, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder“Permitted Registration Rights”), such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance securities, together with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities and the Convertible Notes Registrable Securities, “Company Registrable Securities”) for which holders of the other Company Registrable Securities have exercised piggyback registration rights under the applicable Permitted Registration Rights, in which case only a pro rata portion of such other Company Registrable Securities shall be excluded) are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Company Registrable Securities and are held by any other Person who is not a Holder, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that at least fifty percent (50%) of shares of Registrable Securities requested by the Holders to be included in an underwritten offering to prepare such underwriting and file an amendment or supplement to registration shall be so included. If any Holder disapproves of the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing terms of any such amendment or supplement for up underwriting, such Holder may elect to 90 days if withdraw therefrom by written notice to the Board of Directors Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the Company registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall have determined in good faith that be excluded and withdrawn from the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder In the event that the Selling Holders holding a majority of the Common Units elect to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency shall request enter into an underwriting agreement in customary form with the Managing Underwriter and other underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such an offering other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and (ii) at least disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE Common Holdings not to be unreasonably withheld. No Selling Holder may participate in such aggregate principal amount Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such Registrable Securities shall be included in such offering; and provided further underwriting agreement. Each Selling Holder may, at its option, require that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide any or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto (including other agreements on the size part of, Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the offering) will conditions precedent to the obligations of such underwriters under such underwriting agreement also be approved byconditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Regency other than representations, the holders of a majority warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to be included in such offeringwithdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements withdrawal must be reasonably satisfactory made up to and including the Companytime of pricing of such offering to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Regency’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any With the prior written agreement of the Company, any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in a registration in which such securities are sold to an underwritten offering; provided that (i) underwriter for reoffering to the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by public pursuant to the Shelf Registration Statement shall request such (an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period“Underwritten Offering”). Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringUnderwritten Offering. In any such underwritten offeringUnderwritten Offering, the investment banker or bankers and manager or managers that will administer the offering Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering Underwritten Offering contemplated hereby unless (a) such Holder agrees to sell such Holder's ’s Registrable Securities to be included in the underwritten offering Underwritten Offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringUnderwritten Offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereofforegoing, upon receipt of a request from the Managing Underwriter Underwriters or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering Underwritten Offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringUnderwritten Offering, the Company may delay the filing of any such amendment or supplement for up to 90 30 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any If any Initiating Holder of intends to distribute the Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in covered by its request by means of an underwritten offering; provided that (i) , then it shall so advise the Electing Holders Company as a part of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall its request such an offering made pursuant to this Section 1.2 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be obligated conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to cooperate with more than one the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering during shall enter into an underwriting agreement in customary form with the Effectiveness Period. Upon receipt of managing underwriter or underwriters selected for such a request, underwriting by the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities (other than “Registrable Securities” (as defined in the underwritten offering 2020 Investment Agreement and the 2022 Investment Agreement, hereafter “Series A Preferred Shares Registrable Securities” and “2027 Convertible Notes Registrable Securities”, respectively, and any other securities similarly defined under any registration rights that may be granted by the Company to any Person in accordance the future relating to any securities of the Company, which registration rights either (i) rank pari passu with any approved underwriting arrangementsthose granted to the Holders of Registrable Securities or (ii) are granted pursuant to Section 2.11 (together with the registration rights granted to holders of Series A Preferred Shares Registrable Securities and 2027 Convertible Notes Registrable Securities, (bthe “Permitted Registration Rights”), such securities, together with the Registrable Securities, the Series A Preferred Shares Registrable Securities and the 2027 Convertible Notes Registrable Securities, “Company Registrable Securities”) such Holder completes and executes all reasonable questionnaires, powers for which holders of attorney, indemnities, underwriting agreements, lock-up letters and the other documents required Company Registrable Securities have exercised piggyback registration rights under the terms applicable Permitted Registration Rights, in which case only a pro rata portion of such approved other Company Registrable Securities shall be excluded) are first entirely excluded from the underwriting arrangementsand registration including, without limitation, all shares that are not Company Registrable Securities and (c) if such Holder are held by any other Person who is not then an Electing a Holder, such Holder returns a completed and signed Notice and Questionnaire to including, without limitation, any Person who is an employee, officer or director of the Company in accordance with Section 3(a)(iior any Subsidiary of the Company; provided further, that at least fifty percent (50%) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority shares of the Registrable Securities requested by the Holders (or such lesser amount only as required to comply with applicable Law) to be included in an underwritten offering to prepare such underwriting and file an amendment or supplement to registration shall be so included. If any Holder disapproves of the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing terms of any such amendment or supplement for up underwriting, such Holder may elect to 90 days if withdraw therefrom by written notice to the Board of Directors Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the Company registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall have determined in good faith that be excluded and withdrawn from the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder In the event that the Selling Holders holding a majority of the Common Units covered by this Agreement elect to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency shall request enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such an offering other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and (ii) at least disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of Southern Union not to be unreasonably withheld or delayed. No Selling Holder may participate in such aggregate principal amount Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such Registrable Securities shall be included in such offering; and provided further underwriting agreement. Each Selling Holder may, at its option, require that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide any or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto (including other agreements on the size part of, Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the offering) will conditions precedent to the obligations of such underwriters under such underwriting agreement also be approved byconditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Regency other than representations, the holders of a majority warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to be included in such offeringwithdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made before or at the time of pricing of such offering in order to the Companybe effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Regency’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any At any time and from time to time after the expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, any Holder holding at least 25% of the then outstanding number of Registrable Securities who desires may request to do so may sell all or a portion of their Registrable Securities (in whole or in parta “Demanding Holder”) in an underwritten offering; provided Underwritten Offering that is registered pursuant to such Registration Statement (i) an “Underwritten Demand”). All requests for an Underwritten Offering shall be made by giving written notice to the Electing Holders Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by proposed to be sold in the Shelf Registration Statement shall request such an offering Underwritten Offering and the expected price range (iinet of underwriting discounts and commissions) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness PeriodUnderwritten Offering. Upon Within five (5) Business Days after receipt of such a requestany Underwritten Demand Notice, the Company shall provide give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written notice requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the requestCompany (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this Section 2.1(c), subject to Section 3.3 and ARTICLE IV, the underwriting agreement into which notice each Holder and the Company shall inform enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders that they have as are customary in underwritten offerings of securities. Under no circumstances shall the opportunity Company be obligated to participate in effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements Holders under this Section 2.1(c) with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to be included in such offeringthis Section 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such investment bankers purposes unless a Registration Statement that may be available at such time has become effective and managers and underwriting arrangements must be reasonably satisfactory to all of the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities requested by the Requesting Holders and the Demanding Holders to be included registered on behalf of the Requesting Holders and the Demanding Holders in the underwritten offering in accordance with any approved underwriting arrangementssuch Registration Statement have been sold, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount 3.1 of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delaythis Agreement.

Underwritten Offering. Any Holder of (a) If the Electing Investors intend to distribute the Registrable Securities who desires to do so may sell Registrable Securities by means of an underwriting (in whole or in part) in an underwritten offering; provided that (i) the “Underwritten Offering”), the Electing Holders of at least 33-1/3% in aggregate principal amount Investors shall, after the Resale Shelf Registration Statement becomes effective, so advise the Company by delivering a written notice to the Company (the “Underwritten Offering Notice”) specifying some or all of the Registrable Securities then covered by subject to the Shelf Registration Statement Statement; provided, however, the Investors may not, without the Company’s prior written consent, launch more than one (1) Underwritten Offerings within any three hundred sixty-five (365) day period. The Electing Investors shall request such an offering have the right to appoint the book-running, managing and other underwriter(s) in consultation with the Company. (iib) at least such aggregate principal amount of such The Company shall not include in any Underwritten Offering pursuant to this Section 3 any securities that are not Registrable Securities shall without the prior written consent of the Investors. If the managing underwriter or underwriters advise the Company and the Investors in writing that, in its or their good faith opinion, the total number of Registrable Securities requested to be so included (and, if permitted hereunder, other securities requested to be included in such offering; and provided further that ), exceeds the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt total number or dollar amount of such a requestsecurities that can be sold without having an adverse effect on the price, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker timing or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority distribution of the Registrable Securities to be so included, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided) that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, however, that and such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in the underwritten offering in accordance with any approved underwriting arrangements, (bsuch offering) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible allocated for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing feesinclusion as follows: (i) first, the fees and disbursements Registrable Securities of its counsel and independent public accountants and any printing expenses incurred the Investors that have requested to participate in connection with such underwritten offering. Notwithstanding Underwritten Offering, allocated pro rata among such Investors on the foregoing or basis of the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority percentage of the Registrable Securities requested to be included in an underwritten such offering by such Investors; and (ii) second, and only if all the securities referred to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringclause (i) have been included, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any In the event that a Selling Holder elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall request enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such an offering other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and (ii) at least disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters. No Selling Holder may participate in such aggregate principal amount Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such Registrable Securities shall be included in such offering; and provided further underwriting agreement. Each Selling Holder may, at its option, require that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide any or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto (including other agreements on the size part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the offering) will conditions precedent to the obligations of such underwriters under such underwriting agreement also be approved byconditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP or the underwriters other than representations, the holders of a majority warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to be included in such offeringwithdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements withdrawal must be reasonably satisfactory made up to and including the Companytime of pricing of such offering to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect ETP’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder (a) Subject to any applicable restrictions on transfer in the Purchase Agreement or otherwise, the Sellers may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of Registrable Securities who desires to do so may sell Registrable Securities (in whole some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an underwritten offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offeringthe “Underwritten Offering”); and provided further provided, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities may not, without the Company’s prior written notice consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $50,000,000 or (ii) launch an Underwritten Offering within the request, which notice shall inform period commencing fourteen (14) days prior to and ending two (2) Business Days following the Company’s scheduled earnings release date for any fiscal quarter or year (or such Holders that they have shorter period as is the opportunity Company’s customary “blackout window” applicable to participate in directors and officers). (b) In the offering. In any such underwritten offeringevent of an Underwritten Offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Sellers of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter(s) to administer the Underwritten Offering; provided, that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld, conditioned or delayed. The Company and the Holders of Registrable Securities participating in an Underwritten Offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (c) The Company will not include in any Underwritten Offering pursuant to this Section 1.7 any securities that are not Registrable Securities without the prior written consent of the Sellers. If the managing underwriter or underwriters advise the Company and the Sellers in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, howeverthe Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, that such investment bankers and managers and underwriting arrangements must which securities will be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be so included in the underwritten offering in accordance with any approved underwriting arrangements, following order of priority: (bi) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing feesfirst, the fees and disbursements Registrable Securities of its counsel and independent public accountants and any printing expenses incurred the Sellers that have requested to participate in connection with such underwritten offering. Notwithstanding Underwritten Offering, allocated pro rata among such Sellers on the foregoing or basis of the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority percentage of the Registrable Securities to be included in an underwritten offering to prepare then-owned by such Sellers, and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering(ii) second, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten under­written offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's ’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements disburse­ments of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection connec­tion with an underwritten offering, the Company may delay the filing of any such amendment amend­ment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall include such information in the notice given pursuant to Section 1.2. In such event, the right of each Holder of Registrable Securities who desires to do so may sell Registrable Securities (registration pursuant to Section 1.2 shall be conditioned upon such Holder agreeing to participate in whole or in part) in an underwritten offering; provided that (i) such underwriting and upon the Electing Holders of at least 33-1/3% in aggregate principal amount inclusion of the Registrable Securities then covered in the underwriting to the extent provided herein. Each Holder electing to include its Registrable Securities in such registration shall (together with the Company and other participating shareholders) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Shelf Registration Statement shall request such an Company. Notwithstanding any other provision of this Section 1.5, if the underwriter shall, in good faith, advise the Company in writing that the offering and (ii) at least such aggregate principal amount contemplated thereby will be materially adversely affected by the inclusion of such Registrable Securities shall be included in such offering; and provided further that Securities, then the Company shall not be obligated to cooperate with more than one underwritten offering during so advise such Holder and the Effectiveness Period. Upon receipt other participating shareholders, and the number of such a request, the Company shall provide all Holders shares of Registrable Securities written notice of the requestand Common Stock (collectively, which notice shall inform such Holders “Underwritten Securities”) that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering registration and underwriting shall be allocated first to the Company, if it is participating in accordance with any approved underwriting arrangementssuch registration and underwriting, (b) second, pro rata among such Holders and other parties having registration rights previously granted by the Company, and, third, pro rata among the other participating shareholders, if any, in each case in proportion, as nearly as practicable, to the respective amounts of Underwritten Securities held by such Holder completes and executes all reasonable questionnaires, powers participating shareholders at the time of attorney, indemnities, underwriting agreements, lockfiling the Registration Statement. The Company may only exercise this right once within any twelve-up letters and other documents required under month period without the consent of the Required Majority. If such Holder disapproves of the terms of any such approved underwriting arrangementsunderwriting, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire it may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringand the underwriter. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to so withdrawn shall also be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delaywithdrawn from registration.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company Host REIT shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company Host REIT shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyHost REIT. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's ’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company Host REIT in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company or Host REIT shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company Host REIT may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors or the CEO or CFO of the Company Host REIT shall have determined in good faith that the Company Host REIT has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities The Holders who desires desire to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 20% of the Company outstanding Registrable Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringofferings. Notwithstanding the foregoing or the provisions of Section 3(n6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section: (a) The Company shall, if requested, promptly include or incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement, such information as the Managing Underwriters administering an underwritten offering of Registrable Securities registered thereunder reasonably request to be included therein and to which the Company does not reasonably object and shall make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after they are notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (b) make such representations and warranties to the Holders and the underwriters in form, substance and scope as are customarily made by the Company to underwriters in primary underwritten offerings and covering matters, including, but not limited to, those set forth in the Purchase Agreement; (c) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters) addressed to each Holder and the underwriters covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters (it being agreed that the matters to be covered by such opinion or written statement by such counsel delivered in connection with such opinions shall include in customary form, without limitation, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, including the documents incorporated by reference therein, of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading); (d) obtain "cold comfort" letters and updates thereof from the independent public accountants of the Company (and, if necessary, any other independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each Holder and the underwriters in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (e) deliver such documents and certificates as may be reasonably requested by any such Holders and the Managing Underwriters, including those to evidence compliance with Section 3(i) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.

Underwritten Offering. Any In the event that following the expiration of any applicable lockup period, any Holder or group of Holders elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities shall be included that are registered by such Registration Statement (a “Demand Registration”) and reasonably expects aggregate gross proceeds in excess of $25,000,000 (the “Minimum Amount”) from such offering; and provided further that Underwritten Offering, then the Company shall not be obligated to cooperate with more than one underwritten offering during shall, upon the Effectiveness Period. Upon receipt written demand of such Holder or group of Holders (any such Holder, a request“Demanding Holder” and, collectively, the “Demanding Holders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Company after consultation with the Demanding Holders and shall provide take all Holders such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringSecurities; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory the Company shall have no obligation to the Company. No Holder may facilitate or participate in any underwritten offering contemplated hereby unless more than (ai) such Holder agrees to sell such Holder's Registrable Securities to be included in one (1) Underwritten Offering at the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers request of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under Demanding Holders that are a member of the terms of such approved underwriting arrangementsSponsor Group, and (cii) if such Holder is one (1) Underwritten Offering at the request of Demanding Holders that are not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to members of the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counselSponsor Group. The Company shall pay all expenses customarily borne by issuers give prompt written notice to each other Holder regarding any such proposed Underwritten Offering, and such notice shall offer such Holder the opportunity to include in an underwritten offering, including but not limited to filing fees, the fees and disbursements Underwritten Offering such number of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included as each such Holder may request. Each such Holder shall make such request in an underwritten offering to prepare and file an amendment or supplement writing to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, Company within five (5) Business Days after the Company may delay the filing receipt of any such amendment or supplement for up notice from the Company, which request shall specify the number of Registrable Securities intended to 90 days if be disposed of by such Holder. In connection with any Underwritten Offering contemplated by this subsection 2.1.2, the Board of Directors of underwriting agreement into which each Demanding Holder and the Company shall have determined enter shall contain such representations, covenants, indemnities (subject to Sections 4.1 and 4.2) and other rights and obligations as are customary in good faith that underwritten offerings of equity securities. No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company has a bona fide business reason for or the Underwriters other than representations, warranties or agreements regarding such delayDemanding Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) Subject to any applicable restrictions on transfer in this Agreement or otherwise, the Electing Holders Investor may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of at least 33-1/3% in aggregate principal amount some or all of the Registrable Securities then covered by subject to the Shelf Registration Statement is intended to be conducted through an underwritten offering (the “Underwritten Offering”); provided, however, that the Investor may not, without the Company’s prior written consent, (x) launch more than two (2) Underwritten Offerings at the request of the Investor within any three-hundred sixty-five (365) day period, (y) launch an Underwritten Offering the anticipated gross proceeds of which shall request such be less than $25,000,000 (unless the Investor is proposing to sell all of their remaining Registrable Securities) or (z) launch an offering Underwritten Offering within the period (a “Quarterly Blackout Period”) commencing on the seventh (7th) calendar day of the third (3rd) month of each fiscal quarter and ending at the start of the second full trading day following the date of public disclosure of the financial results for that fiscal quarter. (ii) at least such aggregate principal amount In the event of an Underwritten Offering, the Investor shall select the managing Underwriter or Underwriters to administer the Underwritten Offering; provided that the choice of such Registrable Securities managing underwriter(s) shall be included in such offering; and provided further that subject to the Company consent of the Company, which shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Periodunreasonably withheld. Upon receipt of such a requestThe Company, the Company shall provide all Investor and the Holders of Registrable Securities participating in the Underwritten Offering will enter into and perform its obligations under an underwriting agreement in customary form with the managing Underwriter or Underwriters selected for such offering. (iii) The Company and other holders of Company Securities entitled to contractual registration rights may include in any Underwritten Offering pursuant to this Section 3.01(f) any securities that are not Registrable Securities without the prior written notice consent of the requestInvestor, which notice shall inform such Holders that they have subject to Section 3.02. If the opportunity to participate in managing Underwriter or Underwriters advise the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, Company and the underwriting arrangements with respect thereto (including Investor in writing that in its or their good faith opinion the size number of the offering) will be approved by, the holders of a majority of the Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, howeverthe Company and other holders of Company Securities may include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, that such investment bankers and managers and underwriting arrangements must which securities will be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be so included in the underwritten offering following order of priority: (A) first, the Registrable Securities that have been requested to be so included by the Holders on the basis of the percentage of the Registrable Securities owned by such Holders, (B) second, any other Persons granted piggyback registration rights prior to the date of this Agreement who have the right to participate and that have requested to participate in such Underwritten Offering, allocated in accordance with any approved underwriting arrangementsagreement as to priority as between the Company and such Persons, (bC) such Holder completes and executes all reasonable questionnairesthird, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under any securities proposed to be sold by the terms of such approved underwriting arrangements, Company and (cD) if such Holder is not then an Electing Holderfourth, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any If any Initiating Holder of intends to distribute the Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in covered by its request by means of an underwritten offering; provided that (i) , then it shall so advise the Electing Holders Company as a part of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall its request such an offering made pursuant to this Section 1.1 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be obligated conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to cooperate with more than one the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering during shall enter into an underwriting agreement in customary form with the Effectiveness Period. Upon receipt of managing underwriter or underwriters selected for such a request, underwriting by the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwritten offering in accordance with underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder Person who is not then an Electing a Holder, such Holder returns a completed and signed Notice and Questionnaire to including, without limitation, any Person who is an employee, officer or director of the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount or any Subsidiary of time before such underwritten offering. The Holders participating the Company; provided further, that, in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees andevent, subject to Section 4 hereof, expenses at least fifty percent (50%) of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements shares of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Holders to be included in an underwritten offering to prepare such underwriting and file an amendment or supplement to registration shall be so included. If any Holder disapproves of the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing terms of any such amendment or supplement for up underwriting, such Holder may elect to 90 days if withdraw therefrom by written notice to the Board of Directors Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the Company registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall have determined in good faith that be excluded and withdrawn from the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) In the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further event that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Selling Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of holding a majority of the Registrable Securities elect to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency will retain Underwriters (which Underwriters shall be included reasonably acceptable to Contributor) subject to such sale through an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. No Selling Holder may participate in such offeringUnderwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Regency or the Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made at a time before the time of pricing of such offering (which shall be deemed to occur upon the Companyexecution of the purchase or underwriting agreement) in order to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Regency’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in parta) in an underwritten offering; provided that (i) If the Electing Holders of at least 33-1/3% in aggregate principal amount of Investors intend to distribute the Registrable Securities then covered by means of an underwriting (the “Underwritten Offering”), the Electing Investors shall, after the Resale Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that becomes effective, so advise the Company shall not be obligated by delivering a written notice to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide (the “Underwritten Offering Notice”) specifying some or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringsubject to the Underwritten Offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Investors may not, without the Company’s prior written consent, launch more than one (1) Underwritten Offering within any three hundred sixty-five (365) day period. No Holder may participate The Electing Investors shall have the right to appoint the book-running, managing and other underwriter(s) in consultation with the Company. (b) The Company shall not include in any underwritten offering contemplated hereby unless (a) such Holder agrees Underwritten Offering pursuant to sell such Holder's this Section 3 any securities that are not Registrable Securities without the prior written consent of the Investors. If the managing underwriter or underwriters advise the Company and the Investors in writing that, in its or their good faith opinion, the total number of Registrable Securities requested to be so included (and, if permitted hereunder, other securities requested to be included in such offering), exceeds the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms total number or dollar amount of such approved underwriting arrangementssecurities that can be sold without having an adverse effect on the price, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing timing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority distribution of the Registrable Securities to be so included, then there shall be included in an underwritten offering such Underwritten Offering the number or dollar amount of Registrable Securities (and, if permitted hereunder, other securities requested to prepare and file an amendment or supplement to be included in such offering) that in the Shelf Registration Statement and Prospectus in connection with an underwritten good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) shall be allocated for inclusion as follows: (i) first, the Company may delay Registrable Securities of the filing Investors that have requested to participate in such Underwritten Offering, allocated pro rata among such Investors on the basis of the percentage of the Registrable Securities requested to be included in such offering by such Investors; and (ii) second, and only if all the securities referred to in clause (i) have been included, any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder At any time and from time to time following the effectiveness of Registrable Securities who desires the Registration Statement required by subsection 2.1.1 or 2.1.2, any Anchor Investor, BowX Investor, or Windmill Investor may request to do so may sell all or a portion of their Registrable Securities (in whole or in parta “Demanding Holder”) in an underwritten offering; offering that is registered pursuant to such Registration Statement, including a Block Trade (an “Underwritten Demand”), provided that such Holder(s) (ia) reasonably expect aggregate gross proceeds, net of underwriting discounts and commissions, in excess of $50 million (the Electing Holders of at least 33-1/3% in aggregate principal amount “Minimum Takedown Threshold”) from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities then covered held by such Holder in such Underwritten Offering, provided that the total offering price is reasonably expected to exceed $25 million in the aggregate. All requests for an Underwritten Offering shall be made by giving written notice to the Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Within four (4) days after receipt of any Underwritten Demand Notice, the Company shall give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities and, subject to reductions consistent with the Pro Rata calculations in subsection 2.1.5, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice, or, in the case of a Block Trade, as provided in Section 2.6. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Shelf Registration Statement Company with the managing Underwriter or Underwriters selected by the Demanding Holders with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), and shall request take all such an offering and (ii) at least such aggregate principal amount other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall be included enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders as are customary in such offering; and provided further that underwritten offerings of securities. In any twelve (12) month period, the Company shall not be obligated to cooperate with effect more than one underwritten offering during (x) an aggregate of three (3) Registrations pursuant to an Underwritten Demand or Underwritten Offering initiated by the Effectiveness Period. Upon receipt BowX Investors, (y) an aggregate of such a requestthree (3) Registrations pursuant to an Underwritten Demand or an Underwritten Offering initiated by the Windmill Investors and (z) an aggregate of three (3) Registrations pursuant to an Underwritten Demand or an Underwritten Offering initiated by the Anchor Investors, the Company shall provide all Holders of Registrable Securities written notice of the requestin each case, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size to any of the offering) will be approved by, the holders of a majority of the all Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delaySecurities.

Underwritten Offering. Any Holder (a) In the event that one or more Selling Holders holding at least $10 million (subject to adjustment pursuant to Section 3.04) of Registrable Securities who desires (the “Offering Holders”) notify Parent in writing of their election to do so may sell dispose of Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by electronic mail, with such notice given no later than one Business Day after the engagement by Parent of the Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the other Holders on a Business Day and such notice shall offer such Holders the opportunity to include in such Underwritten Offering or Overnight Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that is not an Overnight Underwritten Offering and within two Business Days after the Holder receives such notice in the case of an offering Overnight Underwritten Offering) and (ii) at least such aggregate principal amount of such Registrable Securities Parent will retain Underwriters (which Underwriters shall be included in such offering; and provided further that reasonably acceptable to the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Offering Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of holding a majority of the Registrable Securities to be included disposed of pursuant to such Underwritten Offering or Overnight Underwritten Offering) subject to such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities; provided, however, that Parent shall not be required to effect more than one Underwritten Offering or Overnight Underwritten Offering pursuant to this Section 2.03 in any 365-day period. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such offeringUnderwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter(s); provided, however, that such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made at a time up to and including the Companytime of pricing of such offering in order to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Parent’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, pay Registration Expenses. (b) In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.03(a), respectively, if the Managing Underwriter(s) of any such Holder completes and executes all reasonable questionnairesUnderwritten Offering or Overnight Underwritten Offering, powers of attorneyas the case may be, indemnities, underwriting agreements, lock-up letters and other documents required under advises the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to Selling Holders that the Company in accordance with Section 3(a)(ii) hereof within a reasonable total amount of time before Registrable Securities that the Selling Holders intend to include in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees andUnderwritten Offering or Overnight Underwritten Offering exceeds the Maximum Number of Securities, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of then the Registrable Securities to be included in an underwritten offering such Underwritten Offering or Overnight Underwritten Offering shall include the Maximum Number of Securities, with such number to prepare be allocated pro rata among all Selling Holders and file an amendment all Parity Holders who have requested participation in such Underwritten Offering or supplement to Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the Shelf Registration Statement percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and Prospectus all Parity Holders have requested be included in connection with an underwritten offeringsuch Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayas applicable.

Underwritten Offering. Any Holder In the event that the Selling Holders holding a majority of the Common Units elect to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall request enter into an underwriting agreement in customary form with the Managing Underwriter and other underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such an offering other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and (ii) at least disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE not to be unreasonably withheld. No Selling Holder may participate in such aggregate principal amount Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such Registrable Securities shall be included in such offering; and provided further underwriting agreement. Each Selling Holder may, at its option, require that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide any or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto (including other agreements on the size part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the offering) will conditions precedent to the obligations of such underwriters under such underwriting agreement also be approved byconditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP other than representations, the holders of a majority warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to be included in such offering; withdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements withdrawal must be reasonably satisfactory made up to and including the Companytime of pricing of such offering to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect ETP’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during pursuant to the Effectiveness Period. Upon receipt of such a request, Shelf Registration Statement by any holders unless the Company shall provide all Holders of Registrable Securities written notice offering relates to at least 25% of the request, which notice shall inform such Holders that they have Securities sold pursuant to the opportunity to participate in the offeringStock Purchase Agreement. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holderholder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereofforegoing, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 60 days if there occurs or exists any pending corporate development the Board disclosure of Directors which would, in the judgment of the Company, be harmful to the business, operations, prospects, or condition (financial or otherwise) of the Company shall have determined in good faith that the Company has and its subsidiaries, taken as a bona fide business reason for such delay.whole..

Underwritten Offering. Any Holder (a) Subject to the other applicable provisions of Registrable Securities who desires this Agreement and any restrictions on transfer in the Company Charter Documents and the Investment Agreement, at any time that any Shelf Registration Statement is effective, one or more of the Holders (the “Demand Holders”) may deliver a written notice to do so may sell Registrable Securities the Company (in whole the “Underwritten Offering Notice”) specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement is intended to be conducted through an underwritten offering (the “Underwritten Offering”); provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) demand any such transaction the anticipated gross proceeds of which shall request such an offering and be less than $50,000,000, (ii) at least such effect (A) more than two (2) Underwritten Offerings in the aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with within any twelve (12) month period or (B) more than one underwritten offering (1) Underwritten Offering during any 90-day period, or (iii) effect an Underwritten Offering within the Effectiveness Periodperiod commencing fifteen (15) calendar days (or if such day is not a trading day, then commencing the immediately prior trading day) prior to and ending two (2) Business Days following the Company’s scheduled earnings release date for any fiscal quarter or year (or such shorter period as is the Company’s customary “blackout window” applicable to directors and officers). Upon receipt of such a requestrequest for an Underwritten Offering, the Company shall provide notify all Holders of Registrable Securities written notice such request and shall include in such Underwritten Offering all shares requested to be sold by Holders responding to such notice. (b) In the event of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offeringan Underwritten Offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Demand Holders of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter(s) (which shall consist of one or more nationally recognized investment banks) to administer the Underwritten Offering; provided, that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld, conditioned or delayed. The Company and the Holders of Registrable Securities participating in an Underwritten Offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (c) If the managing underwriter or underwriters advise the Company and the Demand Holders that in its or their good faith opinion the number of Registrable Securities (including, without limitation, securities proposed to be included by the Company other holders of securities entitled to include securities in such Registration Statement pursuant to piggyback registration rights, if applicable) exceeds the number of securities which can be sold in such Underwritten Offering pursuant to this Section 1.6 in light of market conditions or is such so as to adversely affect the success of such offering; provided, howeverthe Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, that such investment bankers and managers and underwriting arrangements must which securities will be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be so included in the underwritten offering in accordance with any approved underwriting arrangements, following order of priority: (bi) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing feesfirst, the fees and disbursements Registrable Securities of its counsel and independent public accountants and any printing expenses incurred the Demand Holders that have requested to participate in connection with such underwritten offering. Notwithstanding Underwritten Offering, allocated pro rata among such Demand Holders on the foregoing or basis of the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority percentage of the Registrable Securities then-owned by such Holders, (ii) second, to be included any Holders that have requested to participate in an underwritten offering to prepare and file an amendment or supplement to such Underwritten Offering, other than Demand Holders, pro rata among such Holders on the Shelf Registration Statement and Prospectus in connection with an underwritten offeringbasis of the percentage of the Registrable Securities then owned by such Holders, (iii) third, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors securities of the Company shall have determined in good faith that the Company has a bona fide business reason for desires to participate in such delayUnderwritten Offering, and (iv) the securities requested to participate in such Underwritten Offering pursuant to any other registration rights granted by the Company.

Underwritten Offering. Any (a) In the event that any Holder elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities that are registered by such Registration Statement, then the Company shall, upon the written demand of AltEnergy Demanding Holder or its designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Demanding Holder in consultation with the Company, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. Such underwriting agreement shall be satisfactory in form and substance to the Company and the Demanding Holder. In addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. (b) If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company and the Demanding Holder that the dollar amount or number of Registrable Securities that the Demanding Holder desires to sell, taken together with all other shares of Common Stock or other equity securities that the Company or any other Holder desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, pro rata to (A) Registrable Securities of the Holders (including the Demanding Holders) who have elected to participate in the Underwritten Offering pursuant to Section 2.2(a) and (B) Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), to shares of Common Stock held by persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons, which collectively can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) or clause (ii), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities. (c) A Demanding Holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Offering pursuant to this Section 2.2 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters of its intention to withdraw from such offering; Underwritten Offering prior to the pricing of such Underwritten Offering and provided further that such withdrawn amount shall no longer be considered an Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior to its withdrawal under this Section 2.2(c). (d) The Company shall not be obligated to cooperate effect any Underwritten Offering pursuant to this Section 2.2 (x) if the Demanding Holder, together with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors securities of the Company shall have determined entitled to inclusion in good faith that such Underwritten Offering, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which are anticipated to be less than $15,000,000, or (y) in any particular jurisdiction in which the Company has would be required to execute a bona fide business reason for general consent to service of process in effecting such delayregistration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

Underwritten Offering. Any At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1(a) or 2.1(b), any Holder may request to sell all or a portion of Registrable Securities who desires to do so may sell their Registrable Securities (in whole or in parta “Demanding Holder”) in an underwritten offering; Underwritten Offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (ia) the Electing Holders reasonably expect aggregate gross proceeds in excess of at least 33-1/3% in aggregate principal amount $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities then covered held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Shelf Registration Statement Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall request such an offering specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (iinet of underwriting discounts and commissions) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness PeriodUnderwritten Offering. Upon Within five (5) Business Days after receipt of such a requestany Underwritten Demand Notice, the Company shall provide give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the pro rata calculations in Section 2.1(e), shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written notice requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the requestCompany (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1(c), subject to Section 3.3 and Article IV, the underwriting agreement into which notice each Holder and the Company shall inform enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders that they have as are customary in underwritten offerings of securities. Under no circumstances shall the opportunity Company be obligated to participate in effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements Holders under this subsection 2.1(c) with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to be included in such offeringthis subsection 2.1(c); provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such investment bankers purposes unless a Registration Statement that may be available at such time has become effective and managers and underwriting arrangements must be reasonably satisfactory to all of the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities requested by the Requesting Holders and the Demanding Holders to be included registered on behalf of the Requesting Holders and the Demanding Holders in the underwritten offering in accordance with any approved underwriting arrangementssuch Registration Statement have been sold, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount 3.1 of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delaythis Agreement.

Underwritten Offering. Any Holder (a) If the offering is to be underwritten, the Company shall enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties, and agreements). (b) To the extent either the Company or a majority of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount holders of the Registrable Securities then ("Initiating Party") intends to distribute the Registrable Securities covered by the Shelf Registration Statement by means of a firm commitment underwritten public offering under the Securities Act, the ultimate decision of whether to obtain an underwriter and the identity of the underwriter will be made by the Company. In such event, the right of any holder to include its Registrable Securities in such registration shall request be conditioned upon such an offering holder's participation in such underwriting and (ii) at least such aggregate principal amount the inclusion of such holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Registrable Securities that are Initiating Parties and such holder) to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter advises an Initiating Party in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Party shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in such offering; and provided further that the Company underwriting shall not be obligated allocated among all holders thereof, including the Initiating Party, in proportion (as nearly as practicable) to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders amount of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity owned by each holder and to participate be included in the offering. In any such underwritten offeringunderwriting; provided, however, that the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size number of the offering) will be approved by, the holders shares of a majority of the Registrable Securities to be included in such offering; providedunderwriting shall not be reduced unless all other securities, howeverif any, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities including without limitation securities proposed to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes registered and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to issued by the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request are first entirely excluded from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayunderwriting.

Underwritten Offering. Any Holder of If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in covered by their request by means of an underwritten offering; provided that (i) , then they shall so advise the Electing Holders Company as a part of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall their request such an offering made pursuant to this Section 2.3 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not include such information in the Request Notice. The Company shall have the right to select the managing underwriter or underwriters to administer the offering. In such event, the right of any Holder to include its Registrable Securities in such registration shall be obligated conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to cooperate with more than one the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering during shall enter into an underwriting agreement in customary form with the Effectiveness Periodmanaging underwriter or underwriters selected for such underwritten offering. Upon receipt Notwithstanding any other provision of such this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a request, limitation of the number of securities to be underwritten then the Company shall provide so advise all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such would otherwise be registered and underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bypursuant hereto, and the number of Registrable Securities that may be included in the underwriting arrangements with respect thereto shall be reduced as required by the underwriter(s) and allocated (including x) first, to the size Investors on a pro rata basis according to the number of Registrable Securities then outstanding held by each Investor requesting registration and (y) then, to the offering) will be approved byother Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration; provided, however, that the holders number of a majority shares of the Registrable Securities to be included in such offeringunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided, howeverprovided further, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless at least twenty-five percent (a25%) such Holder agrees to sell such Holder's of shares of Registrable Securities requested by the Holders to be included in the underwritten offering in accordance with such underwriting and registration shall be so included. If any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(iiand the underwriter(s), delivered at least ten (10) hereof within a reasonable amount Business Days prior to the effective date of time before the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering. The Holders participating in any underwritten offering underwriting shall be responsible for any underwriting discounts excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder of Registrable Securities who desires Subject to do so may sell Registrable Securities Section 2.1.4, Section 2.1.5 and Section 2.3, at any time and from time to time after (in whole or in partx) in an underwritten offering; provided that one (i1) year after the Electing Closing, the Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered representing a majority-in-interest of Registrable Securities issued and outstanding (on a fully diluted basis) or (y) 180 days after the Closing, Season Smart (the holders contemplated by clauses (x) or (y), as applicable, the Shelf “Demanding Holders”) may make a written demand for Registration Statement under the Securities Act of all or part of its Registrable Securities in an Underwritten Offering, provided that such offering of the Registrable Securities held by such Holders shall request such an offering and involve gross proceeds reasonably expected to equal or exceed $50,000,000 and, with respect to Season Smart pursuant to clause (iiy) at least such aggregate principal amount of only, such Registrable Securities does not exceed more than 10% of the outstanding shares of the Company. Any demand for an Underwritten Offering shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Offering, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such offering; Underwritten Offering and provided further that the Company shall use commercially reasonable efforts to effect, as soon thereafter as practicable, the offering of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Underwritten Offering. The Company shall not be obligated to effect more than an aggregate of two (2) Underwritten Offerings annually for all Demanding Holders under clause (x) of this Section 2.1.3 or three (3) Underwritten Offerings annually for all Demanding Holders under clause (y) of this Section 2.1.3. Notwithstanding anything in this Section 2.1.3, the Company shall not be obligated to cooperate with more than one underwritten effect an Underwritten Offering, (i) if a Piggyback Registration for all Registrable Securities that the Demanding Holder(s) intend(s) to include in an Underwritten Offering had been available to such Demanding Holder(s) within the ninety (90) days preceding the date of request for the Underwritten Offering, or (ii) during any period (not to exceed ninety (90) days) following the closing of the completion of an offering during the Effectiveness Period. Upon receipt of such a request, equity securities by the Company shall provide all Holders of Registrable Securities written notice of if such Underwritten Offering would cause the request, which notice shall inform such Holders that they have the opportunity Company to participate breach a “lock-up” or similar provision contained in the offering. In any underwriting agreement for such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating Demanding Holder(s) and Requesting Holder(s) shall enter into an underwriting agreement in any underwritten offering shall be responsible customary form with the Underwriter(s) selected for any underwriting discounts such Underwritten Offering by the Company and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement reasonably acceptable to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayDemanding Holders.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) The Holders may, after the Electing Holders Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company specifying that the sale of at least 33-1/3% in aggregate principal amount some or all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a requestStatement, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities is intended to be included in such conducted through an underwritten offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Holders of Registrable Securities may not, without the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements’s prior written consent, (bi) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in launch an underwritten offering the anticipated gross proceeds of which shall be less than $30.0 million (unless such holders are proposing to prepare and file an amendment or supplement to sell all of their remaining Registrable Securities), (ii) launch more than one (1) underwritten offering at the Shelf Registration Statement and Prospectus in connection with request of such holders within any twelve (12) month-period. (ii) In the event of an underwritten offering, the Company may delay Holders shall select the filing managing underwriter(s) to administer the underwritten offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. The Company, the holders of Registrable Securities and holders of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall have determined participating in an underwritten offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (iii) The Company will not include in any underwritten offering pursuant to this Section 1.3(f) any securities that are not Registrable Securities without the prior written consent of the Holders. If the managing underwriter or underwriters advise the Company and the Holders in writing that in its or their good faith that opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company has will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and (ii) second, any other securities of the Company that have been requested to be so included. The Company shall use its commercially reasonable efforts to cooperate in a bona fide business reason for such delaytimely manner with any request of the Holders in respect of any underwritten block trade.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in If a registration statement under which the Company gives notice under this Section 1.2 is for an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities , then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during so advise the Effectiveness PeriodHolders. Upon receipt of In such a requestevent, the Company shall provide all Holders right of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 5.2, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Registrable Securities requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Registrable Securities and underwriting arrangements must be reasonably satisfactory to are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company. No Holder may participate in any ) shall first be excluded from such registration and underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's before any Registrable Securities to be included in the underwritten offering in accordance with are so excluded. If any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(iiand the underwriter(s), delivered at least ten (10) hereof within a reasonable amount Business Days prior to the effective date of time before the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during pursuant to the Effectiveness Period. Upon receipt Shelf Registration Statement by any holders unless the offering relates to at least $20,000,000 principal amount of Securities or the equivalent number of shares of Class A Common Stock in which such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringare convertible. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holderholder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 60 days if the Board Company is in possession of Directors material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall have determined in good faith that the Company has and its subsidiaries, taken as a bona fide business reason for such delaywhole.

Underwritten Offering. Any 2.2.1. If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section ‎2. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with underwriter(s) designated for such underwriting as the lead or managing underwriter(s) by the managing general partner of the Holders (which underwriter(s) shall be reasonably acceptable to the Company). 2.2.2. Notwithstanding any other provision of this Section ‎2, if the underwriter advises the Company that marketing factors require a limitation of the number of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities be underwritten, then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide so advise all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such would otherwise be underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bypursuant hereto, and the number of shares that may be included in the underwriting arrangements with respect thereto (including shall be allocated to the size Holders of such Registrable Securities so requesting to be registered on a pro rata basis, based on the offering) will be approved bynumber of Registrable Securities then held by all such Holders; provided, however, that the holders number of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers underwriting and managers registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and underwriting arrangements must be reasonably satisfactory to the Companyregistration. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Any Registrable Securities to be included in the underwritten offering in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counselwithdrawn from the registration. The Company shall pay be allowed to register securities for sale for its own account in any registration requested under this Section 2, provided that in any event all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to must be included in an underwritten offering such registration prior to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayCompany.

Underwritten Offering. Any Holder In the event that the Selling Holders holding a majority of the Common Units elect to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, ETP shall request enter into an underwriting agreement in customary form with the Managing Underwriter and other underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in ‎Section 2.07, and shall take all such an offering other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and (ii) at least disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, ETP shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE not to be unreasonably withheld. No Selling Holder may participate in such aggregate principal amount Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such Registrable Securities shall be included in such offering; and provided further underwriting agreement. Each Selling Holder may, at its option, require that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide any or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto (including other agreements on the size part of, ETP to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the offering) will conditions precedent to the obligations of such underwriters under such underwriting agreement also be approved byconditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETP other than representations, the holders of a majority warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to be included in such offeringwithdraw therefrom by notice to ETP and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements withdrawal must be reasonably satisfactory made up to and including the Companytime of pricing of such offering to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect ETP’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder of Registrable Securities who desires If the registration pursuant to do so may sell Registrable Securities (in whole or in part) in this Section 8 involves an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount offering of the Registrable Securities then covered securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount or through one or more underwriters of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of recognized national or regional standing under underwriting terms appropriate for such a requesttransaction, the Company shall provide all Holders will so advise the Participant as a part of Registrable Securities the written notice given pursuant to Subsection (a). In such event, the right of the request, which notice shall inform Participant to registration pursuant to this Section 8 will be conditioned upon the Participant’s participation in such Holders that they have underwriting and the opportunity to participate inclusion of the Option Shares designated by the Participant in the offeringunderwriting to the extent provided herein. In any If such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities Option Shares are to be included in such offering; providedregistration, however, that the Optionee will (together with the Company and the other shareholders distributing their securities through such investment bankers and managers and underwriting) enter into an underwriting arrangements must be reasonably satisfactory to agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. No Holder may participate Notwithstanding any other provision of this Section 8, if the representative determines in any underwritten offering contemplated hereby unless (a) such Holder agrees good faith that marketing factors require a limitation on the number of shares to sell such Holder's Registrable Securities be underwritten, the Company will so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the underwritten offering registration and underwriting will be allocated in accordance the following manner: the number of securities that may be included in the registration and underwriting by the Participant and each of the other shareholders will 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 limitation. If the Participant or any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and the other documents required under shareholders disapproves of the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire person may elect to withdraw therefrom by prompt written notice to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before and the underwriter. Any Option Shares or other securities excluded or withdrawn from such underwritten offering. The Holders participating in any underwritten offering shall underwriting will be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with withdrawn from such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any In the event that a Selling Holder elects to dispose of Registrable Securities who desires under a Demand Registration Statement pursuant to do so may sell Registrable Securities (an Underwritten Offering, ETE shall enter into an underwriting agreement in whole customary form with the Managing Underwriter, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such other reasonable actions as are requested by a Managing Underwriter in order to expedite or in part) in an underwritten offering; provided that (i) facilitate the Electing Holders of at least 33-1/3% in aggregate principal amount registration and disposition of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringSecurities. In connection with any such underwritten offeringUnderwritten Offering under this Agreement, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Selling Holders shall be entitled to select the Managing Underwriter with respect to the Registrable Securities to be included sold in that Underwritten Offering. In connection with an Underwritten Offering under Section 2.01 or 2.02 hereof, each Selling Holder and ETE shall be obligated to enter into an underwriting agreement which contains such offering; providedrepresentations, howevercovenants, that such investment bankers indemnities and managers other rights and obligations as are customary in underwriting arrangements must be reasonably satisfactory to the Companyagreements for firm commitment offerings of securities. No Selling Holder may participate in any underwritten offering contemplated hereby such Underwritten Offering unless (a) such Selling Holder agrees to sell such Holder's its Registrable Securities to be included on the basis provided in the underwritten offering in accordance with any approved such underwriting arrangements, (b) such Holder agreement and completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters agreements and other documents reasonably required under the terms of such approved underwriting arrangementsagreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and (c) if the other agreements on the part of, ETE to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder is not then shall be required to make any representations or warranties to or agreements with ETE or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an Electing Holderunderwriting, such Selling Holder returns may elect to withdraw therefrom by notice to ETE and a completed and signed Notice and Questionnaire Managing Underwriter; provided, however, that such withdrawal must be made at or prior to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount time of time before pricing of such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering effective. No such withdrawal or abandonment shall affect ETE’s obligation to prepare and file an amendment or supplement to the Shelf pay Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder 2.2.1. If the registration statement under which the Company gives notice under this Section ‎2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities who desires as part of its notice provided pursuant to do so may sell Section ‎2.1. In such event, the right of any such Holder to be included in a registration pursuant to this Section ‎2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into the underwriting agreement agreed upon between the Company and the underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of such underwriting agreement, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered no later than two (2) business days after the date on which the material terms of such underwriting are agreed upon and made known to the Holder in whole or writing. 2.2.2. Notwithstanding any other provision of this Agreement, if the underwriter determines that marketing factors require a limitation of the number of shares (including Registrable Securities) to be underwritten, the number of shares that may be included in partthe underwriting shall be reduced to such amount determined by the underwriters, to be allocated, first, to the Company; second, if any, to the Holders pro-rata, based on the total number of Registrable Securities then held by the Holders requesting to be included in such registration; and third, if any, to any shareholder of the Company (other than a Holder) pro-rata (subject to Section 2.2.3 below), based on the total number of Common Shares then held by such shareholder requesting to be included in an underwritten offering; provided such registration. 2.2.3. Notwithstanding Section 2.2.2 above and subject to Section 8.2 below, in the event that (i) the Electing Holders number of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered that may be included by Holders in the Shelf Registration Statement underwritten offering shall request be insufficient to permit the inclusion in such an offering of all Registrable Securities and (ii) at least such aggregate principal amount of such Registrable Securities shall be included Formula Systems (1985) Ltd. (“Formula”) participates in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to which will be included in the underwritten offering in accordance with (each, a "Participating Security" and together, the "Participating Securities") shall be allocated among the Holders as follows: (1) the Participating Securities of Formula (and any approved underwriting arrangements, of its affiliates) shall be equal to 25% of the total Participating Securities (b) or such Holder completes and executes all reasonable questionnaires, powers smaller amount if Formula requests to include a smaller quantity of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangementsRegistrable Securities), and (c2) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire the remaining Participating Securities shall be allocated among the other Holders that have elected to participate in the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering based on their pro rata shares of Registrable Securities at such time. 2.2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be responsible for any underwriting discounts excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder The Electing Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one an underwritten offering during in accordance with the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringconditions set forth below. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Electing Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) with respect to the investment bankers and managers, such investment bankers and managers will be selected by the Company from a list of nationally recognized firms to be provided by the Electing Holders and underwriting arrangements must (ii) the Company shall not be reasonably satisfactory obligated to arrange for more than one underwritten offering during the CompanyEffectiveness Period. No Electing Holder may participate in any underwritten offering contemplated hereby unless such Electing Holder (a) such Holder agrees to sell such Electing Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 25% of the Company outstanding Registrable Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Electing Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringofferings. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Electing Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities The Electing Holders who desires desire to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) offering upon request to the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringCompany. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-lock- up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 20% of the Company outstanding Registrable Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringofferings. Notwithstanding the foregoing or the provisions of Section 3(n3(o) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any If the Holder of initiating the registration request under this Section 2 (“Initiating Holder”) intends to distribute the Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in covered by its request by means of an underwritten offering; provided that (i) , then it shall so advise the Electing Holders Company as a part of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall its request such an offering made pursuant to this Section 2 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not include such information in the Request Notice. In such an event, the right of the Holders to include their Registrable Securities in such registration shall be obligated conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holders) to cooperate with more than one the extent provided herein. The Holders proposing to distribute their Registrable Securities through such underwritten offering during shall enter into an underwriting agreement in customary form with the Effectiveness Period. Upon receipt of managing underwriter or underwriters selected for such a request, underwriting by the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of the Registrable Securities then outstanding held by the Holders requesting registration (including the Initiating Holder); provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities (other than Registrable Securities) the underwritten offering in accordance with right of the underwriter to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any approved other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers before any Registrable Securities are so excluded. If any Holders disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire Holders may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering and the underwriter, which notice shall be responsible for any delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting discounts shall be excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-33- 1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company or if the chief executive officer and chief financial officer jointly shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder (a) In the event that the Selling Holders holding at least $10 million (subject to adjustment pursuant to Section 3.04) of Registrable Securities who desires elect to do so may sell dispose of Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by electronic mail, with such notice given no later than one Business Day after Parent engages a Managing Underwriter in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the Holders on a Business Day and such notice shall offer the Holders the opportunity to include in such Underwritten Offering or Overnight Underwritten Offering such number of shares of Class A Common Stock as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that is not an Overnight Underwritten Offering and within two Business Days after the Holder receives such notice in the case of an offering Overnight Underwritten Offering) and (ii) at least such aggregate principal amount of such Registrable Securities Parent will retain Underwriters (which Underwriters shall be included in such offering; and provided further that reasonably acceptable to the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Selling Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of holding a majority of the Registrable Securities to be included disposed of pursuant to such Underwritten Offering or Overnight Underwritten Offering) subject to such sale through an Underwritten Offering or Overnight Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such offeringUnderwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made at a time up to and including the Companytime of pricing of such offering in order to be effective. No Holder such withdrawal or abandonment shall affect Parent’s obligation to pay Registration Expenses. (b) In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.03(a), respectively, if the Managing Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may participate be, advises the Selling Holders that the total amount of Class A Common Stock that the Selling Holders intend to include in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities Underwritten Offering or Overnight Underwritten Offering exceeds the Maximum Number of Securities, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the underwritten offering in accordance Maximum Number of Securities, with any approved underwriting arrangementssuch number to be allocated (i) first, (b) such Holder completes and executes pro rata among all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, Selling Holders and (cii) if second, pro rata among all Parity Holders who have requested participation in such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringUnderwritten Offering or Overnight Underwritten Offering. The Holders participating in any underwritten offering pro rata allocations for each such Selling Holder shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses based on the respective number of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to that each Selling Holder has requested be included in an underwritten offering to prepare such Underwritten Offering or Overnight Underwritten Offering and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing aggregate number of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith Registrable Securities that the Company has a bona fide business reason for Selling Holders have requested be included in such delayUnderwritten Offering or Overnight Underwritten Offering.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that If (i) on or prior to the Electing Effectiveness Date, a Shelf Registration Statement has not been filed with and declared effective by the Commission or (ii) at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities including by reason of (x) the Shelf Registration Statement ceasing to be effective or (y) the Holders being otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement for more than 10 days, whether or not consecutive, in any 90-day period, or for more than 20 days, whether or not consecutive, during any 12-month period (for purposes of clause (y), not counting days during which the Company is entitled to and has properly suspended use of the Prospectus pursuant to Section 3(d) hereof), then Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall have the right to request an underwritten offering, and any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in such an offering and (ii) underwritten offering; provided that at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Selling Shareholders Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) 3 hereof, upon receipt of a request from the Managing Underwriter managing underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-33 1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company Host REIT shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company Host REIT shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyHost REIT. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's ’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company Host REIT in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company Host REIT shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company Host REIT may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors or the CEO or CFO of the Company Host REIT shall have determined in good faith that the Company Host REIT has a bona fide business reason for such delay.

Underwritten Offering. Any Holder (a) In the event that any Investor elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities that are registered by such Registration Statement, then Parent shall, upon the written demand of one or more Demanding Holders, enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by Parent that is reasonably acceptable to the Demanding Holders, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In addition, Parent shall give prompt written notice to each other Investor regarding such proposed Underwritten Offering, and such notice shall offer such Investors the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Investor may request. Each such Investor shall make such request in writing to Parent within five Business Days after the receipt of any such notice from Parent, which request shall specify the number of Registrable Securities intended to be disposed of by such Investor. Each Investor proposing to distribute its Registrable Securities through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement with the underwriters, which underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in underwritten offerings of equity securities. (b) If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises Parent and the Demanding Holder that the dollar amount or number of Registrable Securities that the Demanding Holder desires to sell, taken together with all other shares of Common Stock or other equity securities that Parent or any other Investor desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then Parent shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such offering; Underwritten Offering and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders aggregate number of Registrable Securities written notice of that the request, which notice shall inform such Demanding Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to requested be included in such offeringUnderwritten Offering that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors (pro rata, based on the respective number of Registrable Securities that each such Investor has so requested) exercising their rights to register their Registrable Securities pursuant to Section 2.2(a) hereof, without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) or clause (ii), the shares of Common Stock held by persons or entities that Parent is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons, which collectively can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), clause (ii), or clause (iii), shares of Common Stock or other equity securities that Parent desires to sell, which can be sold without exceeding the Maximum Number of Securities. (c) A Demanding Holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Offering pursuant to this Section 2.2 for any or no reason whatsoever upon written notification to Parent and the Underwriter or Underwriters of its intention to withdraw from such Underwritten Offering prior to the pricing of such Underwritten Offering and such withdrawn amount shall no longer be considered an Underwritten Offering. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder for purposes of Section 2.2, unless (i) such Demanding Holder reimburses Parent for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering) or (ii) such withdrawal is the result of a Suspension Notice as contemplated by Section 3.4(d). (d) Under no circumstances shall Parent be obligated to effect more three Registrations pursuant to a request by a Demanding Holder under Section 2.2 hereof (each a “Demand Registration”), with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such investment bankers purposes unless a Registration Statement has become effective and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities requested by the Demanding Holders to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors registered on behalf of the Company shall Demanding Holders in such Registration have determined in good faith that the Company has been sold pursuant to such Registration Statement. Each Demand Registration requested by a bona fide business reason Demanding Holder for such delaypurposes of this Agreement must represent a Qualifying Registration Event.

Underwritten Offering. Any Holder (a) An Investor may, on or after the date that is twelve (12) months after the date hereof, deliver, from time to time, a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of some or all of such Investor’s Registrable Securities who desires subject to do so may sell the Shelf Registration Statement, is intended to be conducted through an underwritten offering (the “Underwritten Offering”) in which Registrable Securities (are sold to one or more underwriters on a firm commitment basis for reoffering to the public, or an offering that is a “bought deal” or “block trade; provided, that the Registrable Securities of such Investor requested to be included in whole or in part) in such Underwritten Offering must have an underwritten offering; provided that aggregate value as of the date of such Underwritten Offering 136252302.7 Notice of no less than the lesser of (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering $25 million and (ii) at least such aggregate principal amount all of such Investor’s and its Affiliates Registrable Securities. Upon delivery of such Underwritten Offering Notice to the Company, the Company shall as soon as reasonably practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Company) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have three Business Days (or two Business Days in the case of an underwritten “bought deal” or “block trade”) from the date that such notice is given to them to notify the Company in writing of the number of Registrable Securities shall held by such Holder that they want to be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness PeriodUnderwritten Offering. Upon receipt of such a requestan Underwritten Offering Notice, the Company shall provide all Holders as soon as reasonably practicable use its reasonable best efforts to facilitate such Underwritten Offering. (b) In the event of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offeringan Underwritten Offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of Investors owning a majority of the Registrable Securities proposed to be sold in such Underwritten Offering shall select the underwriter(s) to administer the Underwritten Offering (subject to the consent of the Company which shall not be unreasonably withheld, conditioned or delayed). The Company and the Holders of Registrable Securities participating in an Underwritten Offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (c) The Company will not include in any Underwritten Offering pursuant to this Section 1.6 any securities that are not Registrable Securities without the prior written consent of the Investors (which shall not be unreasonably withheld, conditioned or delayed) owning a majority of the Registrable Securities proposed to be sold in such Underwritten Offering. If the managing underwriter or underwriters advise the Company and the Investors participating in such Underwritten Offering in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided, however, that ) exceeds the number of securities which can be sold in such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) light of market conditions or is such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under so as to adversely affect the terms success of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay will include in such offering only such number of securities that can be sold without adversely affecting the filing marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Investors that have requested to participate in such Underwritten Offering, allocated pro rata among such Investors on the basis of the total number of Registrable Securities then-held by such Investors, and (ii) second, any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder In the event that the Selling Holders holding a majority of the Common Units covered by this Agreement elect to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency shall request enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such an offering other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and (ii) at least disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of ETE not to be unreasonably withheld. No Selling Holder may participate in such aggregate principal amount Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such Registrable Securities shall be included in such offering; and provided further underwriting agreement. Each Selling Holder may, at its option, require that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide any or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto (including other agreements on the size part of, Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the offering) will conditions precedent to the obligations of such underwriters under such underwriting agreement also be approved byconditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Regency other than representations, the holders of a majority warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to be included in such offeringwithdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements withdrawal must be reasonably satisfactory made up to and including the Companytime of pricing of such offering to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Regency’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder of Registrable Securities who desires If the Initiating Holders intend to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of distribute the Registrable Securities then covered by their request by means of an underwriting, they shall so advise the Shelf Registration Statement shall Company as a part of their request such an offering made pursuant to this Section 1.2 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not include such information in the written notice referred to in Section 1.2(a). The underwriter shall be obligated selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to cooperate the Company. The right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company as provided in Section 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall provide so advise all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such would otherwise be underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bypursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting arrangements with respect thereto (shall be allocated among all participating Holders, including the size Initiating Holders, in proportion (rounded to the nearest 100 shares) to the amount of Registrable Securities of the offering) will be approved byCompany then owned by each Holder; provided, however, that the holders number of a majority shares of the Registrable Securities to be included in such offering; providedunderwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, howeverfor any participating Holder that is a partnership, that such investment bankers limited liability company or corporation, the partners, retired partners, members, retired members and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell stockholders of such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare estates and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing family members of any such amendment partners, members, retired partners or supplement retired members and any trusts for up to 90 days if the Board benefit of Directors any of the Company foregoing persons shall have determined be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate number of shares carrying registration rights owned by all Persons included in good faith that the Company has a bona fide business reason for such delay"selling stockholder," as defined in this sentence.

Underwritten Offering. Any If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Contango and, if the failure of such Selling Holder to participate would cause the aggregate amount of Registrable Securities who desires participating in the Underwritten Offering to do so may sell fall below the Minimum Commitment, Contango shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any other Holder, and (in whole or in party) in an underwritten the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Contango of such withdrawal up to and including the time of pricing of such offering; provided . If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Contango that (i) the Electing total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of at least 33-1/3% in aggregate principal amount success of the distribution of the Registrable Securities offered or the market for the Registrable Securities, then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, Underwritten Offering shall include the number of Registrable Securities that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of holders of a majority of the Registrable Securities proposed to be included sold by such Selling Holder or such other Holder in an underwritten offering such offering; by (B) the aggregate number of Registrable Securities proposed to prepare be sold by all Selling Holders and file an amendment or supplement to the Shelf Registration Statement and Prospectus all other Holders in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayUnderwritten Offering).

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities , then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during so advise the Effectiveness PeriodHolders. Upon receipt of In such a requestevent, the Company shall provide all Holders of Registrable Securities written notice right of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Holders’ Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon the Holders’ participation in such offeringunderwritten offering and the inclusion of the Holders’ Registrable Securities in the underwriting to the extent provided herein. The Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude shares from the registration and the underwritten offering and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first to the Company, and second, to the Holders of other securities of the Company; provided, however, that such investment bankers the right of the underwriter to exclude Ordinary Shares (including Registrable Securities) from the registration and managers underwritten offering as described above shall be restricted so that all shares that are not Registrable Securities and underwriting arrangements must be reasonably satisfactory to are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company. No Holder may participate in any ) shall first be excluded from such registration and underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's before any Registrable Securities to be included in the underwritten offering in accordance with are so excluded. If any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers Holders disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire Holders may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(iiand the underwriter, delivered at least ten (10) hereof within a reasonable amount Business Days prior to the effective date of time before the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering. The Holders participating in any underwritten offering underwriting shall be responsible for any underwriting discounts excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any Holder (a) In the event that any Stockholder elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities that are registered by such Registration Statement, then Pubco shall, upon the written demand of one or more Demanding Holders, enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by Pubco that is reasonably acceptable to the Demanding Holders, and shall be included take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in such offering; and provided further that order to expedite or facilitate the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt disposition of such a requestRegistrable Securities. In addition, Pubco shall give prompt written notice to each other Stockholder regarding such proposed Underwritten Offering, and such notice shall offer such Stockholders the Company shall provide all Holders opportunity to include in the Underwritten Offering such number of Registrable Securities written as each such Stockholder may request. Each such Stockholder shall make such request in writing to Pubco within five (5) Business Days after the receipt of any such notice of the requestfrom Pubco, which notice request shall inform such Holders that they have specify the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size number of the offering) will be approved by, the holders of a majority of the Registrable Securities intended to be included disposed of by such Stockholder. Each Stockholder proposing to distribute its Registrable Securities through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement with the underwriters, which underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in such offeringunderwritten offerings of equity securities; provided, however, that no such investment bankers Stockholder shall be required to make any representations or warranties to or agreements with Pubco or the Underwriters other than representations, warranties or agreements regarding such Stockholder’s authority to enter into such underwriting agreement and managers to sell, and underwriting arrangements must be reasonably satisfactory its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. (b) If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises Pubco and the Demanding Holder that the dollar amount or number of Registrable Securities that the Demanding Holder desires to the Company. No Holder may participate in sell, taken together with all other shares of Class A Common Stock or other equity securities that Pubco or any underwritten offering contemplated hereby unless (a) such Holder agrees other Stockholder desires to sell and the shares of Class A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such Holder's offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then Pubco shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities to of the Demanding Holders pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the underwritten offering aggregate number of Registrable Securities that the Demanding Holders have requested be included in accordance with any approved underwriting arrangementssuch Underwritten Offering that can be sold without exceeding the Maximum Number of Securities; (ii) second, (b) such Holder completes and executes all reasonable questionnaires, powers to the extent that the Maximum Number of attorney, indemnities, underwriting agreements, lock-up letters and other documents required Securities has not been reached under the terms foregoing clause (i), the Registrable Securities of Stockholders (pro rata, based on the respective number of Registrable Securities that each such approved underwriting arrangementsStockholder has so requested) exercising their rights to register their Registrable Securities pursuant to Section 2.2(a) hereof, and without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) or clause (ii), the shares of Class A Common Stock held by persons or entities that Pubco is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons, which collectively can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), clause (ii), or clause (iii), shares of Class A Common Stock or other equity securities that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities. (c) A Demanding Holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Offering pursuant to this Section 2.2 for any or no reason whatsoever upon written notification to Pubco and the Underwriter or Underwriters of its intention to withdraw from such Underwritten Offering prior to the pricing of such Underwritten Offering and such withdrawn amount shall no longer be considered an Underwritten Offering. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder for purposes of Section 2.2, unless (x) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Offering (or, if such Holder there is not then an Electing more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder returns a completed and signed Notice and Questionnaire to has requested be included in such Underwritten Offering) or (y) such withdrawal is the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt result of a Suspension Notice as contemplated by Section 3.4(d). (d) Under no circumstances shall Pubco be obligated to effect more three (3) Registrations pursuant to a request from the Managing Underwriter by a Demanding Holder under Section 2.2 hereof (each a “Demand Registration”), with respect to any or all Registrable Securities; provided, however, that a representative of holders of Registration shall not be counted for such purposes unless a majority Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors registered on behalf of the Company shall Demanding Holders in such Registration have determined in good faith that the Company has been sold pursuant to such Registration Statement. Each Demand Registration requested by a bona fide business reason Demanding Holder for such delaypurposes of this Agreement must represent a Qualifying Registration Event.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in If the Company initiates an underwritten offering; provided that (i) offering of Common Shares for the Electing Holders of at least 33-1/3% in aggregate principal amount of Company’s own account and the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that managing underwriter advises the Company shall not be obligated to cooperate with more than one underwritten offering during and Investor in writing that in its reasonable and good faith opinion the Effectiveness Period. Upon receipt number of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities Common Shares proposed to be included in such offering; providedregistration, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's including all Registrable Securities and all other Common Shares proposed to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating , exceeds the number of Common Shares which can be sold in any underwritten such offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses and/or that the number of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities Common Shares proposed to be included in an underwritten offering any such registration or takedown would adversely affect the price per Common Share to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus be sold in connection with an underwritten such offering, the Company may delay shall include in such registration or takedown (i) first, the filing Common Shares that the Company proposes to sell for its own account; (ii) second, the Common Shares requested to be included therein by Holders, allocated among such Holders on a pro rata basis in accordance with the number of Registrable Securities owned by such Holder or in such manner as they shall otherwise agree; and (iii) third, the Common Shares requested to be included therein by holders of Common Shares other than holders of Registrable Securities, allocated among such holders on a pro rata basis; provided that in any event the Holders of Registrable Securities shall be entitled to register the offer of, and sell or distribute, a percentage of the securities to be included in any such amendment registration or supplement for up takedown equal to 90 days if the Board lesser of Directors (x) 20% or (y) the pro rata fully diluted equity ownership percentage in the Company that Investor has immediately prior to such registration or takedown. If an underwritten offering of Common Shares is initiated on behalf of a holder of Common Stock other than the Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall have determined include in good faith that such registration or takedown (i) first, the Company has shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the Holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a bona fide business reason for fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such delayholders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's ’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any If any Initiating Holder of intends to distribute the Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in covered by its request by means of an underwritten offering; provided that (i) , then it shall so advise the Electing Holders Company as a part of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall its request such an offering made pursuant to this Section 1.2 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be obligated conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to cooperate with more than one the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering during shall enter into an underwriting agreement in customary form with the Effectiveness Period. Upon receipt of managing underwriter or underwriters selected for such a request, underwriting by the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities (other than “Registrable Securities” (as defined in the underwritten offering in accordance with any approved underwriting arrangements2020 Investment Agreement and the 2022 Investment Agreement, (b) such Holder completes hereafter “Series A Preferred Shares Registrable Securities” and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.“2027

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) In the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further event that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Selling Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of holding a majority of the Registrable Securities covered by this Agreement elect to dispose of all or a portion of such Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of HEP not to be included unreasonably withheld or delayed. No Selling Holder may participate in such offeringUnderwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Regency other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made before or at the time of pricing of such offering in order to the Companybe effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Regency’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder of Registrable Securities who desires A Managing Underwriter may require that any Shelf Registration Statement filed pursuant to do so may sell Registrable Securities (in whole or in part) in Section 2 hereof be an underwritten offering; provided provided, however, that (isuch Managing Underwriter shall bear those out-of-pocket expenses set forth in Section 7(a) the Electing Holders of at least 33-1/3% in aggregate principal amount of that arise solely because such Managing Underwriter required such Shelf Registration Statement to be an underwritten offering, including underwriting discounts and commissions with respect to the Registrable Securities then covered by and fees of any "qualified independent underwriter" engaged pursuant to Section 4(t) hereof with respect to the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringSecurities. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and by the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringdemanding Managing Underwriter; provided, however, provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany (it being understood that Jannxx Xxxxxxxxxx xxx Southwest are reasonably satisfactory). No Holder may participate in any underwritten offering contemplated hereby hereunder unless (a) such Holder agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to be included in the underwritten offering in accordance with any approved underwriting approve such arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering Company shall be responsible for not bear any underwriting discounts and commissions and fees and, subject with respect to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment offering relating to a Registration Statement filed pursuant to Section 2 or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay3 hereof.

Underwritten Offering. Any Holder (a) Subject to any applicable restrictions on transfer in the Investment Agreement or otherwise, the Investor may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of Registrable Securities who desires to do so may sell Registrable Securities (in whole some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such Statement, is intended to be conducted through an underwritten offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offeringthe “Underwritten Offering”); and provided further provided, however, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities may not, without the Company’s prior written notice consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $100,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Underwritten Offerings at the request of the requestHolders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period (a “Quarterly Blackout Period”) commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. (b) In the event of an Underwritten Offering, the Stockholders shall select the managing underwriter(s) to administer the Underwritten Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which notice shall inform such Holders that they have the opportunity is not to participate in the offeringbe unreasonably withheld. In any such underwritten offeringmaking the determination to consent to the Stockholder’s choice of managing underwriter(s), the investment banker or bankers Company may take into account its business and manager or managers that will administer strategic interests. The Company, the offering will be selected by, Investor and the Holders of Registrable Securities participating in an Underwritten Offering will enter into an underwriting arrangements agreement in customary form with respect thereto the managing underwriter or underwriters selected for such offering. (including c) The Company will not include in any Underwritten Offering pursuant to this Section 1.6 any securities that are not Registrable Securities without the size prior written consent of the offering) will be approved by, Investor. If the holders managing underwriter or underwriters advise the Company and the Investor in writing that in its or their good faith opinion the number of a majority of the Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, howeverthe Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory have requested to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell Underwritten Offering, allocated pro rata among such Holder's Holders on the basis of the percentage of the Registrable Securities requested to be included in the underwritten such offering in accordance with any approved underwriting arrangements, (b) by such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangementsHolders, and (cii) if such Holder is not then an Electing Holdersecond, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder of Registrable Securities who desires If a requested registration pursuant to do so may sell Registrable Securities (in whole or in partthis Section 3(a) in involves an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an public offering and (ii) at least such aggregate principal amount the managing underwriter of such Registrable Securities shall be included offering determines in such offering; and provided further good faith that the Company shall not number of securities sought to be obligated offered should be limited due to cooperate with more than one underwritten offering during market conditions, then the Effectiveness Period. Upon receipt number of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities securities to be included in such offeringunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; providedprovided that the shares to be excluded shall be determined in the following sequence: (i) first, howeversecurities held by any Persons not having any contractual, that incidental “piggyback” registration rights to include such investment bankers securities on the registration statement, (ii) second, securities held by any Persons (other than the Glencoe Holders) having contractual, incidental “piggyback” rights to include such securities in the registration statement pursuant to an agreement which is not this Agreement, (iii) third, securities to be registered by the Company for its own account and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (aiv) such Holder agrees to sell such Holder's fourth, Glencoe Registrable Securities sought to be included in by the underwritten offering in accordance with any approved underwriting arrangements, Glencoe Holders and Sxxx Registrable Securities sought to be included by the Sxxx Holders pursuant to the “piggyback” rights granted to the Sxxx Holders pursuant to this Agreement. If there is a reduction of the number of Glencoe Registrable Securities or Sxxx Registrable Securities pursuant to clause (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderiv), such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering reduction shall be responsible made on a pro rata basis (based upon the relative number of Registrable Securities held by the holders requesting inclusion in such registration statement). With respect to a request for any underwriting discounts and commissions and fees andregistration pursuant to this Section 3 which is for an underwritten public offering, the managing underwriter shall be chosen by a majority-in-interest of the Glencoe Holders requesting such registration, subject to Section 4 hereofthe approval of the Company, expenses of their own counselwhich approval will not be unreasonably withheld. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but If the managing underwriter has not limited to filing feesthe number of Glencoe Registrable Securities, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Sxxx Registrable Securities or other securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringunderwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Board managing underwriter so agrees and if the number of Directors of the Company shall Glencoe Registrable Securities or Sxxx Registrable Securities which would otherwise have determined been included in such registration and underwriting will not thereby be limited. If requested in good faith that by the Company has managing underwriter, the Glencoe Holders (and the Sxxx Holders if any of them participate in such registration) agree not to offer, sell, pledge, transfer or otherwise dispose of any Common Stock not registered under the Securities Act for a bona fide business reason for such delayperiod not to exceed ninety (90) days following the effective date of the registration statement filed by the Company.

Underwritten Offering. Any Holder In the event that the Selling Holders holding a majority of the Common Units covered by this Agreement elect to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency shall request enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such an offering other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and (ii) at least disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of LP Holdings not to be unreasonably withheld. No Selling Holder may participate in such aggregate principal amount Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and competes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such Registrable Securities shall be included in such offering; and provided further underwriting agreement. Each Selling Holder may, at its option, require that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide any or all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto (including other agreements on the size part of, Regency to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the offering) will conditions precedent to the obligations of such underwriters under such underwriting agreement also be approved byconditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Regency other than representations, the holders of a majority warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to be included in such offeringwithdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements withdrawal must be reasonably satisfactory made up to and including the Companytime of pricing of such offering to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Regency’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires may on one or more occasions after the Resale Shelf Registration Statement becomes effective deliver a written notice to do so may sell Registrable Securities (in whole the Company specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an offering and (ii) at least such aggregate principal amount underwritten offering, so long as the anticipated gross proceeds of such underwritten offering is not less than twenty-five million dollars ($25,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities in which case no such minimum gross proceeds threshold shall be included in such offering; and provided further that apply) (the “Underwritten Offering”). The Company shall will not be obligated to cooperate with effect more than one underwritten offering two (2) Underwritten Offering under this Section 1.6 during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringany twelve (12) month period. In any such underwritten offering, the investment banker event of an Underwritten Offering: (i) The Holder or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in an Underwritten Offering shall select the managing underwriter or underwriters to administer the Underwritten Offering. (ii) Notwithstanding any underwritten offering shall be responsible for any underwriting discounts and commissions and fees andother provision of this Section 1.6, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, if the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing managing underwriter or the provisions of Section 3(n) hereof, upon receipt underwriters of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if proposed Underwritten Offering advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have determined requested to be included in good faith that such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company has a bona fide business reason for such delayand the managing underwriter or underwriters.

Underwritten Offering. Any Holder If a registration statement under which the Company gives notice under this Section 2.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 2.4 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritten offering. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each of the Investors requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities who desires then held by each such Investor, third, to do so may sell the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder and fourth, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (in whole or in partincluding Registrable Securities) in an underwritten offering; provided from the registration and underwriting as described above shall be restricted so that (i) the Electing Holders number of at least 33Registrable Securities included in any such registration is not reduced below twenty-1/3% in aggregate principal amount five percent (25%) of the aggregate number of shares of Registrable Securities then covered by the Shelf Registration Statement shall request such an offering for which inclusion has been requested; and (ii) at least such aggregate principal amount of such all shares that are not Registrable Securities shall be included in such offering; and provided further that are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall not first be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of excluded from such a request, the Company shall provide all Holders of registration and underwriting before any Registrable Securities written notice of the requestare so excluded, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be unless otherwise approved by, by the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanySecurities. No If any Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(iiand the underwriter(s), delivered at least ten (10) hereof within a reasonable amount Business Days prior to the effective date of time before the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering. The Holders participating in any underwritten offering underwriting shall be responsible for any underwriting discounts excluded and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayregistration.

Underwritten Offering. Any At any time and from time to time following the effectiveness of the Registration Statement required by subsection 2.1.1 or 2.1.2, any Holder may request to sell all or a portion of Registrable Securities who desires to do so may sell their Registrable Securities (in whole or in parta “Demanding Holder”) in an underwritten offering; offering that is registered pursuant to such Registration Statement (an “Underwritten Demand”), provided that such Holder(s) (ia) the Electing Holders reasonably expect aggregate gross proceeds in excess of at least 33-1/3% in aggregate principal amount $50,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities then covered held by such Holder in such Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Offering shall be made by giving written notice to the Shelf Registration Statement Company (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall request such an offering specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering and the expected price range (iinet of underwriting discounts and commissions) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness PeriodUnderwritten Offering. Upon Within five (5) business days after receipt of such a requestany Underwritten Demand Notice, the Company shall provide give written notice of such requested Underwritten Offering (the “Company Underwritten Demand Notice”) to all other Holders of Registrable Securities (the “Requesting Holders”) and, subject to reductions consistent with the Pro Rata calculations in Section 2.1.5, shall include in such Underwritten Offering all Registrable Securities with respect to which the Company has received written notice requests for inclusion therein, within five (5) days after sending the Company Underwritten Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the written consent of the requestCompany (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which notice each Holder and the Company shall inform enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and such Holders that they have as are customary in underwritten offerings of securities. Under no circumstances shall the opportunity Company be obligated to participate in effect (x) more than an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements Holders under this subsection 2.1.3 with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the to any or all Registrable Securities held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to be included in such offeringthis subsection 2.1.3; provided, however, that an Underwritten Offering pursuant to an Underwritten Demand shall not be counted for such investment bankers purposes unless a Registration Statement that may be available at such time has become effective and managers and underwriting arrangements must be reasonably satisfactory to all of the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities requested by the Requesting Holders and the Demanding Holders to be included registered on behalf of the Requesting Holders and the Demanding Holders in the underwritten offering in accordance with any approved underwriting arrangementssuch Registration Statement have been sold, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount 3.1 of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delaythis Agreement.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) Subject to any applicable restrictions on transfer in this Agreement or otherwise, the Electing Holders Investor may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of at least 33-1/3% in aggregate principal amount some or all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such Registration, is intended to be conducted through an underwritten offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offeringthe “Underwritten Offering”); and provided further provided, however, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities may not, without the Company’s prior written notice consent, (x) launch more than three Underwritten Offerings at the request of the requestHolders within any three-hundred sixty-five (365) day period, (y) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities) or (z) launch any underwritten offering within the period commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. (ii) In the event of an Underwritten Offering, the Investor shall select the managing Underwriter or Underwriters to administer the Underwritten Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which notice shall inform such Holders that they have the opportunity is not to participate in the offering. In any such underwritten offeringbe unreasonably withheld, the investment banker conditioned or bankers and manager or managers that will administer the offering will be selected bydelayed, and the Company, the Investor and the Holders of Registrable Securities participating in the Underwritten Offering will enter into and perform its obligations under an underwriting arrangements agreement in customary form with respect thereto the managing Underwriter or Underwriters selected for such offering. (including iii) The Company will not include in any Underwritten Offering pursuant to this Section 3.01(f) any securities that are not Registrable Securities without the size prior written consent of the offering) will be approved by, Investor. If the holders managing Underwriter or Underwriters advise the Company and the Investor in writing that in its or their good faith opinion the number of a majority of the Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, howeverthe Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (A) first, the Registrable Securities of the Holders that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory have requested to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell Underwritten Offering, allocated pro rata among such Holder's Holders on the basis of the percentage of the Registrable Securities requested to be included in the underwritten such offering in accordance with any approved underwriting arrangements, (b) by such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangementsHolders, and (cB) if such Holder is not then an Electing Holdersecond, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder (a) Subject to the transfer restrictions set forth in this Agreement or otherwise, the Investor may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”), with copies to the other Investors (to afford them an opportunity to join such notice), specifying that the sale of Registrable Securities who desires to do so may sell Registrable Securities (in whole some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offeringUnderwritten Offering; and provided further provided, however, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities may not, without the Company’s prior written notice consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $100,000,000 (unless all the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch (A) more than one Underwritten Offering at the request of the request, which notice shall inform such Holders that they have Investor or (B) more than three Underwritten Offerings at the opportunity to participate request of the Investors in the offering. In aggregate or (iii) launch or close an Underwritten Offering within any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will Blackout Period. (b) The underwriter for any Underwritten Offering requested pursuant to Section 2.2(a) shall be selected by, by the Company and shall be reasonably acceptable to the underwriting arrangements with respect thereto Holders representing seventy five percent (including the size 75%) of the offeringRegistrable Securities held by the Holders who delivered such Underwritten Offering Notice. All Holders requesting the inclusion of their Registrable Securities in such Underwritten Offering shall (together with the Company) will be approved byenter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering. Notwithstanding any other provision of this Section 2, if the holders of managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a majority limitation of the number of shares of Registrable Securities to be included in such offeringUnderwritten Offering, then the number of shares of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the Holders in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of shares of Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes Underwritten Offering shall not be reduced unless all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith securities that the Company has a bona fide business reason for intends to include are first entirely excluded from such delayUnderwritten Offering.

Underwritten Offering. Any (a) If any of the Registrable Securities covered by the Registration Statement are to be sold in an underwritten public offering, the Holder intending to pursue such underwritten offering shall deliver a notice to the General Partner of such intent, and within ten days after receipt of the notice of intent from such Holder for an underwritten offering, the General Partner shall give written notice (the "Offering Notice") of such notice of intent to all other Holders and such other Holders shall be entitled to include in such an underwritten offering all or part of their respective Registrable Securities by notice to the General Partner for inclusion therein within 15 days after the Offering Notice is given. All notices made pursuant to this Section 1.02(a) shall specify the aggregate number of Registrable Securities who desires to do so be included. The General Partner agrees to cooperate with any such request for an underwritten offering and to take all such other reasonable actions in connection therewith as provided in Section 2.01(l). If the board of directors of the General Partner shall determine in its good faith judgment that a underwritten public offering proposed by a Holder pursuant to this Section 1.02 would have a material adverse effect on the General Partner and its stockholders, then the General Partner may sell elect to delay or suspend such underwritten public offering for a period of not more than 45 days; provided that the General Partner shall not delay or suspend underwritten public offerings pursuant to this Section 1.02 for an aggregate period of more than 90 days during any 12 month period. (b) In the case of any firm commitment underwritten offering, if the managing underwriter or underwriters of such offering advise the General Partner in writing that in its or their opinion the number of Registrable Securities proposed to be sold in such offering exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Shares, the General Partner will include in such offering the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Shares. In such event, the number of Registrable Securities to be offered for the account of each Holder requesting to include Registrable Securities in such offering (including the Holder providing the initial Notice) shall be reduced pro rata on the basis of the relative number of Registrable Securities requested by each such Holder to be included in whole such offering to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter or in partunderwriters. (c) If any of the Registrable Securities covered by the Registration Statement are to be sold in an underwritten offering; provided that (i) , the Electing Selling Holders of at least 33-1/3% in aggregate principal amount of the selling Registrable Securities then covered by the Shelf Registration Statement pursuant to such offering shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity right to participate in the offering. In any such underwritten offering, select the investment banker or investment bankers and manager or managers that will administer underwrite the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be from a nationally recognized investment banking firm reasonably satisfactory acceptable to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayGeneral Partner.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) In the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further event that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Selling Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of holding a majority of the Registrable Securities to be included in a registration under Section 2.1(a) elect from time to time to dispose of Registrable Securities under such offeringregistration statement, pursuant to an Underwritten Offering or Overnight Underwritten Offering, the Company will retain Underwriters selected by the Selling Holders holding a majority of the Registrable Securities, and reasonably acceptable to the Company, including entering into an underwriting agreement with the Managing Underwriter or Underwriters that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.8, and will take all reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The Company management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders; provided, however, that the Company management shall not be required to participate in more than two (2) roadshows or similar marketing efforts. In no event may the Holders request more than two (2) Underwritten Offerings or Overnight Underwritten Offerings; provided, however, that the Holders may request up to two (2) additional non-marketed broker-facilitated transactions. No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If a Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made at a time prior to one (1) Business Day prior to the Companytime of pricing of such offering in order to be effective. No Holder such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses. With respect to any Underwritten Offering, if the Managing Underwriter or Underwriters of any Underwritten Offering or Overnight Underwritten Offering, as the case may participate be, advises the Company, and the Company advises the Selling Holders in writing, that the total amount of securities that the Selling Holders and any underwritten offering contemplated hereby unless (a) other Persons intend to include in such Holder agrees Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to sell have an adverse effect on the price, timing or distribution of the securities offered or the market for such Holder's Registrable Securities securities, then the securities to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the underwritten offering in accordance with any approved underwriting arrangements, (b) number of securities that such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of Underwriters advises the Company can be sold without having such adverse effect, with such number to be allocated: (x) first, to the Registrable Securities held by all Selling Holders, pro rata based upon the number of Registrable Securities owned by each such Selling Holder at the time of such offering; (y) second, to the securities to be included in an underwritten offering to prepare offered and file an amendment sold by or supplement on behalf of the Company; and (z) third, to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment securities that do not constitute Registrable Securities or supplement for up securities to 90 days if the Board of Directors be offered or sold by or on behalf of the Company Company. The Company’s obligations under this Section 2.3 to effect an Underwritten Offering or Overnight Underwritten Offering (in each case, other than a broker-facilitated transaction) shall have determined in good faith that the Company has a bona fide business reason for be conditioned on gross proceeds from such delayUnderwritten Offering or Overnight Underwritten Offering reasonably being expected to exceed $25 million.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing The Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities may on up to two (2) occasions after the Resale Shelf Registration Statement becomes effective deliver a written notice to the Company specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration is intended to be conducted through an underwritten offering, so long as the anticipated gross proceeds of such underwritten offering is not less than twenty-five million dollars ($25,000,000) (unless the Holders are proposing to sell all of the remaining Registerable Securities, in which case the anticipated gross proceeds of such underwritten offering shall not be less than twenty million ($20,000,000) (the “Underwritten Offering”). In the event of an Underwritten Offering: (a) The Company and the Holders shall mutually select the managing underwriter or underwriters to administer the Underwritten Offering. (b) Notwithstanding any other provision of this Section 1.6, if the managing underwriter or underwriters of a proposed Underwritten Offering advises the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have requested to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No If any Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers disapproves of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of any such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderunderwriting, such Holder returns a completed and signed Notice and Questionnaire may elect to withdraw therefrom by written notice to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing managing underwriter or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayunderwriters.

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires may on up to do so may sell Registrable Securities four (in whole 4) occasions after the Resale Shelf Registration Statement becomes effective deliver a written notice to the Company specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, so long as the investment banker anticipated gross proceeds of such underwritten offering is not less than thirty-five million dollars ($35,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities in which case no such minimum gross proceeds threshold shall apply) (the “Underwritten Offering”). In the event of an Underwritten Offering: (a) The Holder or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter or underwriters to be included in such offeringadminister the Underwritten Offering; provided, however, provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to Holder or Holders will not make the choice of such managing underwriter or underwriters without first consulting with the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, . (b) such Holder completes and executes all reasonable questionnairesNotwithstanding any other provision of this Section 1.6, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under if the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing managing underwriter or the provisions of Section 3(n) hereof, upon receipt underwriters of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if proposed Underwritten Offering advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have determined requested to be included in good faith that such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company has and the managing underwriter or underwriters. (c) The Company shall agree and shall cause its executive officers and directors to sign a bona fide business reason for such delaycustomary “lock-up” agreement with the underwriters in any Underwritten Offering.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by At any time after the Shelf Registration Statement shall request has been declared effective, any one or more Holders may deliver written notice to the Corporation that such Holders (the “requesting Holders”) wish to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an offering and (ii) Underwritten Offering if such Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period$25 million. Upon receipt of such a written request, the Company Corporation shall provide use commercially reasonable efforts to retain underwriters and effect such sale through an Underwritten Offering and take all Holders commercially reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities written notice of Securities; provided, however, the request, which notice Corporation shall inform such Holders that they have the opportunity not be required to (i) enter into any lock-up agreement or similar obligation or (ii) cause its management to participate in any “road show” or similar marketing effort in connection with any Underwritten Offering if the offering. In gross proceeds from such Underwritten Offering is reasonably anticipated to be less than $75 million, unless the Managing Underwriter or underwriters of any such underwritten offeringproposed Underwritten Offering advise the Corporation that the failure of the Corporation to enter into a lock-up agreement or similar obligation or the Corporation’s management to participate in such road show would adversely affect the price, timing or distribution of the investment banker shares of Class A Common Stock. The Corporation may elect to include primary shares of Class A Common Stock in any Underwritten Offering undertaken pursuant to this Section 2.03(a). If the Managing Underwriter or bankers and manager or managers that will administer Underwriters of any proposed Underwritten Offering pursuant to this Section 2.03(a) advises the offering will be selected by, Corporation and the underwriting arrangements with requesting Holders in writing that the total amount of Class A Common Stock which the requesting Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect in any material respect thereto (including on the size price, timing or distribution of the offering) will be approved byClass A Common Stock offered or the market for the Class A Common Stock, then the holders of a majority of the Registrable Securities Class A Common Stock to be included in such offering; provided, however, Underwritten Offering shall include the number of Registrable Securities that such investment bankers Managing Underwriter or Underwriters advises the Corporation and managers and underwriting arrangements must the requesting Holders can be reasonably satisfactory sold without having such adverse effect, with such number to be allocated as follows: first, to the Company. No Holder may participate in requesting Holders and any underwritten offering contemplated hereby unless (a) other Holders having piggyback registration rights pursuant to Section 2.02 pro rata among such Holder agrees to sell such Holder's Registrable Securities requesting Holders and other Holders; second, if there remains availability for additional Class A Common Stock to be included in the underwritten offering in accordance with any approved underwriting arrangementssuch Underwritten Offering, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible Corporation; and third, if there remains availability for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities additional Class A Common Stock to be included in an underwritten offering such Underwritten Offering, pro rata among any other Persons who have been granted registration rights or are granted registration rights on or after the date of this Agreement who are entitled to prepare and file an amendment or supplement to participate in the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayUnderwritten Offering.

Underwritten Offering. Any Holder (a) Subject to any applicable restrictions on transfer in the Stockholders Agreement, one or more Holders of Registrable Securities who desires may, after a Shelf Registration Statement becomes effective, deliver a written notice to do so may sell Registrable Securities the Company (in whole the “Underwritten Offering Notice”) specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered subject to such Shelf Registration Statement (other than Registrable Securities for which the Relevant Restricted Period (as defined in the Stockholders Agreement) has not expired or waived by the Company), is intended to be conducted through an Underwritten Offering, which shall specify the number or amount of Registrable Securities intended to be included in such Underwritten Offering; provided, however, that, without the Company’s prior written consent, (i) a Holder may not launch an Underwritten Offering (A) if the anticipated gross proceeds are expected to be less than $30,000,000 (unless the Holder, collectively with its Affiliates, is proposing to sell all of their remaining Registrable Securities) or (B) if such Underwritten Offering is a Marketed Underwritten Offering, within 90 days of any other Marketed Underwritten Offering by the Holders or the Company and (ii) the Holders may not request to launch more than three Marketed Underwritten Offerings in the aggregate within any 365-day period (or more than two Marketed Underwritten Offerings in the aggregate within any 365-day period if the Shelf Registration Statement is a Long-Form Registration Statement). (b) In the event of an Underwritten Offering, the Holder(s) delivering the Underwritten Offering Notice shall request such an offering and (iiselect the managing underwriter(s) at least such aggregate principal amount to administer the Underwritten Offering; provided that the choice of such Registrable Securities managing underwriter(s) shall be included in such offering; and provided further that subject to the Company consent of the Company, which shall not be obligated unreasonably withheld, conditioned or delayed. In making the determination to cooperate consent to the Holder(s) choice of managing underwriter(s), the Company may take into account its business and strategic interests as well as any other considerations deemed relevant by the Company. The Company and the Holders participating in an Underwritten Offering will enter into an underwriting agreement in customary form with more than one underwritten offering during the Effectiveness Period. managing underwriter or underwriters selected for such offering. (c) Upon receipt of an Underwritten Offering Notice (which, in the case of an Underwritten Offering that is an underwritten block trade or bought deal, shall be received by the Company not less than two Business Days prior to the day such offering is first anticipated to commence), (A) the Company shall, if such notice relates to a requestMarketed Underwritten Offering, promptly deliver to each other Holder written notice thereof and if, within three Business Days after the date of the delivery of such notice, a Holder shall so request in writing, the Company shall provide include in such Marketed Underwritten Offering all Holders or any part of such Holder’s Registrable Securities as such Holder requests to be registered, subject to Section 1.6(d) and (B) the Company shall, as expeditiously as possible, use its commercially reasonable efforts to facilitate such Underwritten Offering (which, in the case of an Underwritten Offering that is an underwritten block trade or bought deal, may close as early as two Business Days after the date it commences). (d) The Company will not include in any Underwritten Offering pursuant to this Section 1.6 any securities that are not Registrable Securities without the prior written notice consent of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offeringHolder(s) will be approved by, the holders of a majority of the Registrable Securities participating in such Underwritten Offering, not to be unreasonably withheld, conditioned or delayed. If the managing underwriter or underwriters advise the Company and such Holder(s) in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, howeverthe Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, that such investment bankers and managers and underwriting arrangements must which securities will be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be so included in the underwritten offering in accordance with any approved underwriting arrangements, following order of priority: (bi) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing feesfirst, the fees and disbursements Registrable Securities of its counsel and independent public accountants and any printing expenses incurred the Holders that have requested to participate in connection with such underwritten offering. Notwithstanding Underwritten Offering, allocated pro rata among such Holders on the foregoing or basis of the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority percentage of the Registrable Securities to be included in an underwritten offering to prepare owned by such Holders, and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering(ii) second, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder (a) Subject to any applicable restrictions on transfer in the Investment Agreement or otherwise, the Investor may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of Registrable Securities who desires to do so may sell Registrable Securities (in whole some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an underwritten offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offeringthe “Underwritten Offering”); and provided further provided, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities may not, without the Company’s prior written notice consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three (3) Underwritten Offerings at the request of the request, which notice shall inform Holders within any twelve (12) month period or (iii) launch an Underwritten Offering within the period commencing fourteen (14) days prior to and ending two (2) Business Days following the Company’s scheduled earnings release date for any fiscal quarter or year (or such Holders that they have shorter period as is the opportunity Company’s customary “blackout window” applicable to participate in directors and officers). (b) In the offering. In any such underwritten offeringevent of an Underwritten Offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter(s) to administer the Underwritten Offering; provided, that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld, conditioned or delayed; provided, further, that in making the determination to consent to the Holder’s choice of managing underwriter(s), the Company may take into account its business and strategic interests. The Company and the Holders of Registrable Securities participating in an Underwritten Offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (c) The Company will not include in any Underwritten Offering pursuant to this Section 1.6 any securities that are not Registrable Securities without the prior written consent of the Investor. If the managing underwriter or underwriters advise the Company and the Investor in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, howeverthe Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, that such investment bankers and managers and underwriting arrangements must which securities will be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be so included in the underwritten offering in accordance with any approved underwriting arrangements, following order of priority: (bi) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing feesfirst, the fees and disbursements Registrable Securities of its counsel and independent public accountants and any printing expenses incurred the Holders that have requested to participate in connection with such underwritten offering. Notwithstanding Underwritten Offering, allocated pro rata among such Holders on the foregoing or basis of the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority percentage of the Registrable Securities to be included in an underwritten offering to prepare then-owned by such Holders, and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering(ii) second, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder of Registrable Securities who desires If a requested registration pursuant to do so may sell Registrable Securities (in whole or in partthis Section 3(b) in involves an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an public offering and (ii) at least such aggregate principal amount the managing underwriter of such Registrable Securities shall be included offering determines in such offering; and provided further good faith that the Company shall not number of securities sought to be obligated offered should be limited due to cooperate with more than one underwritten offering during market conditions, then the Effectiveness Period. Upon receipt number of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities securities to be included in such offeringunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; providedprovided that the shares to be excluded shall be determined in the following sequence: (A) with respect to a Sxxx Priority Registration (i) first, howeversecurities held by any Persons not having any contractual, that incidental “piggyback” registration rights to include such investment bankers securities on the registration statement, (ii) second, securities held by any Persons (other than the Sxxx Holders) having contractual, incidental “piggyback” rights to include such securities in the registration statement pursuant to an agreement which is not this Agreement, (iii) third, securities to be registered by the Company for its own account, (iv) fourth, securities held by any Persons (other than the Sxxx Holders) having contractual, incidental “piggyback” rights to include such securities in the registration statement pursuant to this Agreement, and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (av) such Holder agrees to sell such Holder's fifth, Sxxx Registrable Securities sought to be included by the Sxxx Holders. If there is a reduction of the number of Sxxx Registrable Securities pursuant to clause (v), such reduction shall be made on a pro rata basis (based upon the relative number of Sxxx Registrable Securities held by Sxxx Holders requesting inclusion pursuant to this Section 3). If less than all Sxxx Registrable Securities sought to be included in a Sxxx Priority Registration are included in such registration, such registration will not count as a Sxxx Demand Registration; and (B) with respect to a registration which is not a Sxxx Priority Registration: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such securities on the underwritten offering in accordance with any approved underwriting arrangementsregistration statement, (bii) second, securities held by any Persons (other than the Sxxx Holders) having contractual, incidental “piggyback” rights to include such Holder completes and executes all reasonable questionnairessecurities in the registration statement pursuant to an agreement which is not this Agreement, powers of attorney(iii) third, indemnities, underwriting agreements, lock-up letters and other documents required under securities to be registered by the terms of such approved underwriting arrangements, Company for its own account and (civ) if such Holder fourth, Sxxx Registrable Securities sought to be included by the Sxxx Holders and Glencoe Registrable Securities sought to be included by the Glencoe Holders pursuant to the “piggyback” rights granted to the Glencoe Holders pursuant to this Agreement. If there is not then an Electing Holdera reduction of the number of Sxxx Registrable Securities or Glencoe Registrable Securities pursuant to clause (iv), such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering reduction shall be responsible made on a pro rata basis (based upon the relative number of Registrable Securities held by the holders requesting inclusion in such registration statement). With respect to a request for any underwriting discounts and commissions and fees andregistration pursuant to this Section 3 which is for an underwritten public offering, the managing underwriter shall be chosen by a majority-in-interest of the Sxxx Holders requesting such registration, subject to Section 4 hereofthe approval of the Company, expenses of their own counselwhich approval will not be unreasonably withheld. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but If the managing underwriter has not limited to filing feesthe number of Sxxx Registrable Securities, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Glencoe Registrable Securities or other securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringunderwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Board managing underwriter so agrees and if the number of Directors of the Company shall Sxxx Registrable Securities or Glencoe Registrable Securities which would otherwise have determined been included in such registration and underwriting will not thereby be limited. If requested in good faith that by the Company has managing underwriter, the Sxxx Holders (and the Glencoe Holders if any of them participate in such registration) agree not to offer, sell, pledge, transfer or otherwise dispose of any Common Stock not registered under the Securities Act for a bona fide business reason for such delayperiod not to exceed ninety (90) days following the effective date of the registration statement filed by the Company.

Underwritten Offering. Any Holder (a) Subject to any applicable restrictions on Transfer in this Agreement or otherwise, the Investor may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of Registrable Securities who desires to do so may sell Registrable Securities (in whole some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such Statement, is intended to be conducted through an underwritten offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offeringthe “Underwritten Offering”); and provided further provided, however, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities may not, without the Company’s prior written notice consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $200,000,000, (ii) launch (A) more than one Underwritten Offering at the request of the request, which notice shall inform such Holders that they have within any 365 day-period or (B) more than three Underwritten Offerings at the opportunity to participate request of the Holders in the offering. aggregate or (iii) launch or close an Underwritten Offering within any Quarterly Blackout Period. (b) In any such underwritten offeringthe event of an Underwritten Offering, the investment banker or bankers and manager or managers that will Holders participating in such Underwritten Offering shall, following consultation with the Company, select the managing underwriter(s) to administer the offering will Underwritten Offering; provided, that the choice of such managing underwriter(s) shall be selected bysubject to the consent of the Company (such consent not to be unreasonably withheld or delayed). The Company, the Investor and the Holders of Registrable Securities participating in an Underwritten Offering will enter into an underwriting arrangements agreement in customary form with respect thereto the managing underwriter or underwriters selected for such offering. (including c) The Company will not include in any Underwritten Offering pursuant to this Section 5 any securities that are not Registrable Securities without the size prior written consent of the offering) will be approved byInvestor. If the managing underwriter or underwriters advise the Company and the Investor in writing that in its or their good faith opinion, the holders number of a majority of the Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities requested to be included in the underwritten Underwritten Offering exceeds the number of securities which can be sold in such offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers light of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under market conditions without having an adverse effect on the terms success of such approved underwriting arrangementsoffering (including the price at which the securities can be sold), the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such Underwritten Offering, allocated among such Holders on such basis as determined by the Investor in its sole discretion, and (cii) if such Holder is not then an Electing Holdersecond, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors other securities of the Company shall that have determined in good faith that the Company has a bona fide business reason for such delaybeen requested to be so included.

Underwritten Offering. Any Holder of Registrable Securities who desires If the Initiating Holders intend to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of distribute the Registrable Securities then covered by their request by means of an underwriting, they shall so advise the Shelf Registration Statement shall Company as a part of their request such an offering made pursuant to this Section 2.1 and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during include such information in the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice referred to in Section 2.1(a). The underwriter shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders of a majority of the Registrable Securities then outstanding held by Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in such offeringthe underwriting shall be allocated among all participating Holders, including the Initiating Holders, in proportion rounded to the nearest 100 shares to the amount of Registrable Securities of the Company then owned by each participating Holder; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritten offering in accordance with underwriting. For purposes of the preceding apportionment, for any approved underwriting arrangementsparticipating Holder that is a partnership, (b) such Holder completes limited liability company or corporation, the partners, retired partners, members, retired members and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms stockholders of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare estates and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing family members of any such amendment partners, members, retired partners or supplement retired members and any trusts for up to 90 days if the Board benefit of Directors any of the Company foregoing Persons shall have determined be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons included in good faith that the Company has a bona fide business reason for such delay“selling stockholder,” as defined in this sentence.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Registration Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's ’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereofforegoing, upon receipt of a request from the Managing Underwriter Underwriters or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 30 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder Following the expiration of Registrable Securities who desires the Lockup Period and the Private Placement Lockup Period, as applicable, a majority in interest of the iLearningEngines Insiders, a majority in interest of the holders of Founder Shares or a majority in interest of the holders of Private Placement Warrants (or underlying securities), respectively, may, subject to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided the provisions of subsection 2.2.4 and Section 3.4 hereof, advise the Company as part of a Demand Registration that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount offering of the Registrable Securities then covered pursuant to such Demand Registration shall be in the form of an Underwritten Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering if the aggregate gross proceeds of the Registrable Securities proposed to be sold by the Shelf Demanding Holders in such Underwritten Offering, either individually or together with other Demanding Holders, is reasonably expected to exceed $10,000,000. The right of such Demanding Holders or Requesting Holder(s) (if any) to include their Registrable Securities in such Underwritten Offering shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (if any) participation in such Underwritten Offering. The Company and all such Demanding Holders or Requesting Holder(s) (if any) proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3 shall enter into an underwriting agreement in customary form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration Statement with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned). Under no circumstances shall request such the Company be obligated to effect more than (i) an offering aggregate of three (3) Underwritten Offerings at the demand of the Sponsor and the Arrowroot Insiders and (ii) an aggregate of three (3) Underwritten Offerings at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice demand of the requestiLearningEngines Insiders, which notice shall inform such Holders that they have for the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size avoidance of the offering) will be approved by, the holders of doubt would count as a majority of the Registrable Securities to be included in such offeringdemand registration under Subsection 2.2.1; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory if an Underwritten Offering is commenced but terminated prior to the Company. No Holder may participate in pricing thereof for any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderreason, such Holder returns a completed and signed Notice and Questionnaire Underwritten Offering will not be counted as an Underwritten Offering pursuant to the Company in accordance with this Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay2.2.3.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one no underwritten offering during may be conducted without the Effectiveness Periodprior agreement of the Company. Upon receipt of such a request and consent by the Company to such request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors Directors, Chief Executive Officer or Chief Financial Officer of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires may on one or more occasions after the Resale Shelf Registration Statement becomes effective deliver a written notice to do so may sell Registrable Securities (in whole the Company specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement shall request such is intended to be conducted through an offering and (ii) at least such aggregate principal amount underwritten offering, so long as the anticipated gross proceeds of such underwritten offering is not less than twenty-five million dollars ($25,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities in which case no such minimum gross proceeds threshold shall be included in such offering; and provided further that apply) (the “Underwritten Offering”). The Company shall will not be obligated to cooperate with effect more than one underwritten offering two (2) Underwritten Offering under this Section 1.6 during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringany twelve (12) month period. In any such underwritten offering, the investment banker event of an Underwritten Offering: (a) The Holder or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter or underwriters to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to administer the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, Underwritten Offering. (b) such Holder completes and executes all reasonable questionnairesNotwithstanding any other provision of this Section 1.6, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under if the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing managing underwriter or the provisions of Section 3(n) hereof, upon receipt underwriters of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if proposed Underwritten Offering advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have determined requested to be included in good faith such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. (c) The Company shall agree and shall cause its executive officers and directors to sign a customary “lock-up” agreement with the underwriters in any Underwritten Offering; provided that the Company has a bona fide business reason for such delaylock-up period required thereunder shall not exceed 90 days from the closing of the Underwritten Offering.

Underwritten Offering. Any Holder In connection with any offering involving an underwriting of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount shares of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that Company’s capital stock, the Company shall not be obligated required under Section 2.2(a) to cooperate with more than one underwritten offering during include any of the Effectiveness Period. Upon receipt Holders’ Registrable Securities in such underwriting unless they accept the terms of such a request, the underwriting as agreed upon between the Company shall provide all Holders of Registrable Securities written notice and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the request, which notice shall inform such Holders that they have offering by the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements must the Holders shall not be reasonably satisfactory reduced to less than twenty percent (20%) of the aggregate shares offered, except in the Company. No Holder ’s IPO in which case the underwriters may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's exclude all Registrable Securities to be included in sold by the underwritten offering in accordance with any approved underwriting arrangementsHolders if the underwriters make the determination described above; provided further, (b) such Holder completes and executes all reasonable questionnaires, powers that no Registrable Securities of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay so excluded unless there are first excluded all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities other securities proposed to be included in an underwritten offering to prepare and file an amendment or supplement such registration (other than securities registered for the account of the Company). Subject to the Shelf Registration Statement preceding sentence, if the total amount of securities, including Registrable Securities, requested by stockholders and Prospectus Holders to be included in connection such offering exceeds the amount of securities sold, other than by the Company, that the underwriters determine in their sole discretion is compatible with an underwritten the success of the offering, then the Company may delay shall be required to include in the filing offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata (to the nearest 100 shares) among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding apportionment, for any participating Holder that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such amendment partners, members, retired partners or supplement members and any trusts for up to 90 days if the Board benefit of Directors any of the Company foregoing Persons shall have determined be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons included in good faith that the Company has a bona fide business reason for such delay“selling stockholder,” as defined in this sentence.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided PROVIDED that (i) the Electing Holders of at least 33-1/3% $50,000,000 in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further PROVIDED FURTHER that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders holders of Registrable Securities written notice of the request, which notice shall inform such Holders holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; providedPROVIDED, howeverHOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holderholder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board Company is in possession of Directors material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall have determined in good faith that the Company has and its subsidiaries, taken as a bona fide business reason for such delaywhole.

Underwritten Offering. Any In the event that a Selling Holder elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering, ETE shall request enter into an underwriting agreement in customary form with the Managing Underwriter, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such an offering other reasonable actions as are requested by a Managing Underwriter in order to expedite or facilitate the registration and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice disposition of the request, which notice shall inform such Holders that they have the opportunity to participate in the offeringRegistrable Securities. In connection with any such underwritten offeringUnderwritten Offering under this Agreement, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Selling Holders shall be entitled to select the Managing Underwriter with respect to the Registrable Securities to be included sold in that Underwritten Offering. In connection with an Underwritten Offering under Section 2.01 or 2.02 hereof, each Selling Holder and ETE shall be obligated to enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such offeringUnderwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, ETE to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with ETE or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to ETE and a Managing Underwriter; provided, however, that such investment bankers and managers and underwriting arrangements withdrawal must be reasonably satisfactory made up to and including the Companytime of pricing of such offering to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect ETE’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayExpenses.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) If the Electing Initiating Holders of at least 33-1/3% in aggregate principal amount of intend to distribute the Registrable Securities then covered by their Request for Registration by means of an underwriting, they shall so advise the Shelf Company as a part of their Request for Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of include such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate information in the offeringNotice of Registration. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will The managing underwriter shall be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders of a majority of the Registrable Securities included in such registration with the approval of the Company, which approval shall not be unreasonably withheld. The inclusion of any Registrable Securities in such registration shall be conditioned upon the Holder thereof agreeing to participate in such underwriting and entering into an underwriting agreement with the managing underwriter in customary form containing terms and conditions no more or less favorable than those that apply to other securities of the same class to be included in such registration. (ii) Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten and that the total number of shares requested to be underwritten will exceed the maximum number which can be marketed without jeopardizing the success of the entire offering, then the Company shall so advise all Initiating Holders and all Additional Holders and shall exclude from such underwriting the minimum number of Registrable Securities as is necessary in the opinion of the managing underwriter to reduce the size of the offering to the maximum number of securities that can be successfully marketed; provided, however, that no such investment bankers and managers and exclusion shall reduce the number of Registrable Securities included in the registration below thirty-five percent (35%) of the total amount of securities requested by the Holders to be included in such registration. Unless otherwise agreed by the Holders affected by any such reduction, such reduction shall be allocated among the Holders on a pro rata basis based on the number of Registrable Securities requested to be registered by each Holder; provided, however, that, prior to any reduction in the number of shares of Registrable Securities included in such registration, the maximum number of securities, if any, other than Registrable Securities, being included for the account of Persons other than the Holders shall be excluded as is necessary to reduce the size of the offering to the maximum number of securities that can be successfully marketed. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriter may round the number of shares allocated to any Holder to the nearest 1,000 shares. No Registrable Securities excluded from the underwriting arrangements must by reason of the managing underwriter’s marketing limitation shall be reasonably satisfactory included in such registration. (iii) If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. No Holder The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the managing underwriter may participate require. If by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any underwritten offering contemplated hereby unless limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and manner used in determining any reduction based on the underwriter limitation in Section 2.1(b)(ii) hereof. (aiv) such Holder agrees to sell such Holder's If the managing underwriter has not limited the number of Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangementsunderwritten, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company may include securities for its own account or for the account of others in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts registration if the managing underwriter and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare such registration so agree and file an amendment or supplement if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (v) The Company shall permit the managing underwriter and counsel to the Shelf Registration Statement managing underwriter at the Company’s expense to visit and Prospectus in connection with an underwritten offeringinspect any of the properties of the Company, examine its books and records, take copies and extracts therefrom and discuss the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors affairs, finances and accounts of the Company shall have determined in good faith that with its officers, employees and public accountants (and by this provision the Company has hereby authorizes said accountants to discuss with such managing underwriter and such counsel its affairs, finances and accounts), at reasonable times and upon reasonable notice, with or without a bona fide business reason for such delayrepresentative of the Company being present.

Underwritten Offering. Any Holder of Registrable Securities who desires (a) If the offering is to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a requestunderwritten, the Company shall provide all Holders of Registrable Securities written notice of the requestenter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bywarranties, and agreements). (b) To the underwriting arrangements with respect thereto (including extent either the size of the offering) will be approved by, Company or the holders of a majority in interest of the Registrable Securities (the "INITIATING PARTY") intends to distribute the Registrable Securities covered by the Registration Statement by means of a firm commitment underwritten public offering under the Securities Act, the ultimate decision of the identity of the underwriter will be made by the Company. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Registrable Securities that are Initiating Parties and such holder) to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter advises an Initiating Party in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Party shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all holders thereof, including the Initiating Party, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each holder and to be included in the underwriting; PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such offering; providedunderwriting shall not be reduced unless all other securities, howeverif any, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities including without limitation securities proposed to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes registered and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to issued by the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request are first entirely excluded from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayunderwriting.

Underwritten Offering. Any Holder (a) In the event that one or more Holders of Registrable Securities who desires (the “Offering Holders”) notify Parent in writing of their election to do so may sell dispose of Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by under the Shelf Registration Statement pursuant to an Underwritten Offering or Overnight Underwritten Offering and reasonably expect gross proceeds of at least $20 million from such Underwritten Offering or Overnight Underwritten Offering, (i) Parent shall give notice (including, but not limited to, notification by email, with such notice given no later than one Business Day after the engagement by Parent of the Managing Underwriter(s) in the case of a proposed Overnight Underwritten Offering) of such proposed Underwritten Offering or Overnight Underwritten Offering to the other Holders on a Business Day and such notice shall offer such Holders the opportunity to include in such Underwritten Offering or Overnight Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (within five Business Days in the case of an Underwritten Offering that is not an Overnight Underwritten Offering and within two Business Days after the Holder receives such notice in the case of an offering Overnight Underwritten Offering) and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that Parent will retain underwriters selected by the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Offering Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of holding a majority of the Registrable Securities to be included disposed of pursuant to such Underwritten Offering or Overnight Underwritten Offering (which underwriters shall be reasonably acceptable to Parent) subject to such sale through an Underwritten Offering or Overnight Underwritten Offering including entering into an underwriting agreement in customary form with the Managing Underwriter(s), which underwriting agreement shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and will take all reasonable actions as are requested by the Managing Underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities; provided, however, that Parent shall not be required to effect more than two Underwritten Offerings or Overnight Underwritten Offerings pursuant to this Section 2.03 in any 365-day period. Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million. No Selling Holder may participate in such offeringUnderwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter(s); provided, however, that such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made at a time up to and including the Companytime of pricing of such offering in order to be effective. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees withdrawal or abandonment shall affect Parent’s obligation to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, pay Registration Expenses. (b) In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.03(a), if the Managing Underwriter(s) of any such Holder completes and executes all reasonable questionnairesUnderwritten Offering or Overnight Underwritten Offering, powers of attorneyas the case may be, indemnities, underwriting agreements, lock-up letters and other documents required under advises the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to Selling Holders that the Company in accordance with Section 3(a)(ii) hereof within a reasonable total amount of time before Registrable Securities that the Selling Holders intend to include in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees andUnderwritten Offering or Overnight Underwritten Offering exceeds the Maximum Number of Securities, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of then the Registrable Securities to be included in an underwritten offering such Underwritten Offering or Overnight Underwritten Offering shall include the Maximum Number of Securities, with such number to prepare be allocated (i) first, pro rata among the Offering Holders who initiated the Underwritten Offering or Overnight Underwritten Offering pursuant to Section 2.03(a) and file an amendment or supplement (ii) second, to the Shelf Registration Statement extent the number of securities proposed to be included in such Underwritten Offering or Overnight Underwritten Offering by the Offering Holders is less than the Maximum Number of Securities, pro rata among all Selling Holders (other than the Offering Holders) and Prospectus Parity Holders who have requested participation in connection such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Offering Holder, Selling Holder (other than the Offering Holders) or Parity Holder, as applicable, shall be (A) (1) with respect to any Offering Holder, based on the percentage derived by dividing (aa) the number of shares of Class A Common Stock (or other securities) that such Offering Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (bb) the aggregate number of shares of Class A Common Stock (or other securities) that all Offering Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering, and (2) with respect to any Selling Holder (other than an underwritten offeringOffering Holder) or Parity Holder, based on the Company may delay percentage derived by dividing (aa) the filing number of any shares of Class A Common Stock (or other securities) that such amendment Selling Holder (other than an Offering Holder) or supplement for up to 90 days if Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (bb) the Board aggregate number of Directors shares of Class A Common Stock (or other securities) that all Selling Holders (other than the Company shall Offering Holders) and Parity Holders have determined requested be included in good faith that such Underwritten Offering or Overnight Underwritten Offering, or (B) as otherwise agreed by such Offering Holder(s), Selling Holder(s) (other than the Company has a bona fide business reason for such delayOffering Holders) or Parity Holder(s), as applicable.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by If the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay shall so advise the filing Holders of the Registrable Securities. In such event, the right of any such amendment Holder to be included in a registration pursuant to this Article 1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or supplement underwriters selected for up to 90 days such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the Board of Directors of the Company shall have determined 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; second, to the Holders on a pro rata basis based on the number of Registrable Securities requested by each Holder to be included in such underwriting; and third, to any shareholder of the Company has (other than a bona fide Holder) on a pro rata basis. No such reduction shall reduce the amount of securities proposed by the Holders to be so included in the registration below twenty percent (20%) of the total amount of securities included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter delivered at least ten (10) business reason days prior to the effective date of the Shelf Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company, or corporation, the partners, retired partners, members, former members, and shareholders of such Holder, or the estates and family members of any such individuals and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such delay“Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwritten Offering. Any (a) In the event that any Holder elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities shall be included in that are registered by such offering; and provided further that Registration Statement, then the Company shall, upon the written demand of BCP or its designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Demanding Holder in consultation with the Company, and shall not be obligated take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to cooperate with more than one underwritten offering during expedite or facilitate the Effectiveness Period. Upon receipt disposition of such a requestRegistrable Securities. In addition, the Company shall provide all give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities written as each such Holder may request. Each such Holder shall make such request in writing to the Company within five Business Days after the receipt of any such notice of from the requestCompany, which notice request shall inform such Holders that they have specify the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size number of the offering) will be approved by, the holders of a majority of the Registrable Securities intended to be included disposed of by such Holder. Each Holder proposing to distribute its Registrable Securities through an Underwritten Offering pursuant to this Section 2.2 shall enter into an underwriting agreement with the underwriters, which underwriting agreement shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in such offeringunderwritten offerings of equity securities; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) no such Holder agrees shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. (b) If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company and the Demanding Holder that the dollar amount or number of Registrable Securities that the Demanding Holder desires to sell, taken together with all other shares of Class A Common Stock or other equity securities that the Company or any other Holder desires to sell and the shares of Class A Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such Holder's offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities to of the Demanding Holders pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the underwritten offering aggregate number of Registrable Securities that the Demanding Holders have requested be included in accordance with any approved underwriting arrangementssuch Underwritten Offering that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), pro rata to (A) Registrable Securities of other Holders who have elected to participate in the Underwritten Offering pursuant to Section 2.2(a), (bB) such GSO Holder completes Registrable Securities of GSO Holders exercising their rights to register their GSO Holder Registrable Securities pursuant to the GSO Registration Rights Agreement and executes all reasonable questionnaires(C) Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, powers which can be sold without exceeding the Maximum Number of attorneySecurities; (iii) third, indemnities, underwriting agreements, lock-up letters and other documents required to the extent that the Maximum Number of Securities has not been reached under the terms foregoing clause (i) or clause (ii), to shares of Class A Common Stock held by persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such approved underwriting arrangementspersons, and which collectively can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) , clause (ii), or clause (iii), shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities. (c) if such A Demanding Holder is not then shall have the right to withdraw all or any portion of its Registrable Securities included in an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire Underwritten Offering pursuant to this Section 2.2 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters of its intention to withdraw from such Underwritten Offering prior to the pricing of such Underwritten Offering and such withdrawn amount shall no longer be considered an Underwritten Offering. Notwithstanding anything to the contrary in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering this Agreement, the Company shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses Registration Expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of an Underwritten Offering prior to its withdrawal under this Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay2.2(c).

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3greater than 50% in aggregate principal of the stated amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least greater than 50% of such aggregate principal stated amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated under any circumstances to cooperate with more than one such underwritten offering during the Effectiveness Periodany 18-month period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority greater than 50% of the stated amount of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell all such Holder's ’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, arrangements and (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the stated amount of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. (a) Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities which do not bear any Transfer Legends (as defined below), plus any such other Registrable Securities as the Company, in its discretion, may permit (all such Registrable Securities, "Permitted Securities"), in whole or in part) , in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement and which bear no Transfer Legends shall request such an offering and (ii) at least such aggregate principal amount 33% of such Registrable Securities shall be included in such offering; and provided further provided, further, that (A) the Company shall not be obligated to cooperate with more than two underwritten offerings, (B) if one underwritten offering during has been completed under this Section 6, no request for a second underwritten offering hereunder will be effective until at least twelve months after the pricing of such earlier offering has occurred and (C) the Company shall not be obligated to cooperate with any request for an underwritten offering hereunder if received on or after the expiration of the Effectiveness Period. Upon receipt of such a requestan effective request for an underwritten offering, the Company shall provide all Holders holders of Registrable Securities written notice of the request, which notice shall inform such Holders holders that they have the opportunity to participate in the offeringoffering with respect to their Permitted Securities. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer Managing Underwriters for the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements the Managing Underwriter must be reasonably satisfactory acceptable to the CompanySellers' Committee. No Holder holder may participate in any underwritten offering contemplated hereby unless (ai) such Holder holder agrees to sell such Holderholder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (bii) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (ciii) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding The Company understands and acknowledges that the foregoing Sellers hereby makes a demand for an underwritten offering as soon as practicable after the Closing, which demand may be withdrawn with the consent of the Company, not to be unreasonably withheld. In the event such demand is withdrawn, the rights of the Sellers hereunder with respect to underwritten offerings shall be unaffected, as though such demand were never made. (b) Each Electing Holder agrees that, in connection with any underwritten offering conducted in accordance with this Section 6 and in which such holder does not participate, such holder will execute and deliver such reasonable and customary lock-up agreements with respect to his or her Registrable Securities as the provisions Managing Underwriters for the offering may advise are necessary to facilitate the offering, provided that such lock-ups shall not be more restrictive than those to which the participating holders are party and shall not restrict resales or other dispositions of Section 3(nRegistrable Securities for longer than a period of 90 days, beginning at the pricing of the offering. (c) hereofEach Electing Holder further agrees that, in the event the total number of Permitted Securities proposed to be included by all Electing Holders in the underwritten offering exceed the maximum amount (the "Maximum Amount") of securities that, upon receipt advice of a request from the Managing Underwriter or a representative of holders of a majority Underwriters given to the Company and the participating Electing Holders could be included in the offering without materially threatening the success of the Registrable Securities offering (including the price at which such securities could be sold), then each such participating Electing Holder's securities to be included in an underwritten the offering will be limited to prepare and file an amendment his or supplement to her pro rata percentage of the Shelf Registration Statement and Prospectus in connection with an underwritten offeringMaximum Amount. For each such holder, the Company may delay pro rata percentage shall be determined by dividing the filing amount of any Permitted Securities that such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined holder proposes in good faith to include in the offering by the total amount of Permitted Securities that all Electing Holders propose in good faith to include in the Company has a bona fide business reason for offering. (Nothing in this paragraph shall prevent an Electing Holder who in good faith proposes to participate in the offering from voluntarily ceding all or any portion of his allocation to another such delayholder.)