Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If the registration Company at any time proposes to register any of which its securities under the Company gives notice is for a registered public offering involving an underwritingSecurities Act, as contemplated by Section 8 hereof, and such securities are to be distributed by or through one or more underwriters, the Company shall so advise will, if requested by any Holder of Option Securities as provided in Section 8.1 and subject to the Holders as a part provisions of this Section 8.4, arrange for such underwriters to include all of the written notice given pursuant Option Securities to Section 3.1be offered and sold by such holder among the securities to be distributed by such underwriters. In such the event that the right managing underwriter of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with underwritten offering informs the Company and the other holders distributing Holder or Holders of Option Securities requesting the inclusion of their securities through in such underwriting) enter into an underwriting agreement offering in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers writing of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines its belief that marketing factors require a limitation of the number of shares securities requested to be underwrittensold in such offering exceeds the number which can be sold in such offering, then the managing underwriter may limit Company will include in such offering only securities proposed to be sold by Company for its own account and decrease the Registrable number of Option Securities so proposed to be sold and requested to be included in such registrationoffering (pro rata on the basis of the percentage of the securities, it being understood that the shares proposed to sold by number of shares, of the Company in such underwriting shall be given priority and shall not be subject requested to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration offering by the Holder or Holders of such Option Securities and underwriting shall be allocated among all Holders and such other holders of the Company's securities proposing to include shares in proportion, as nearly as practicable, such offering) to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round extent necessary to reduce the number of shares allocated securities to any Holder be included in such offering to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom level recommended by written notice to the Company and the managing underwriter. The Registrable holder or holders of Option Securities so excluded to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or withdrawn appropriate customary agreements, shall execute appropriate powers of attorney, and may at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be excluded made to and for the benefit of such Holder or withdrawn from registration, Holders of Option Securities and neither that any or all of the conditions precedent to the obligations of such Registrable underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder or Holders of Option Securities. Any such Holder of Option Securities nor shall not be required to make any securities convertible into representations or exchangeable warranties to or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of agreement with the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireother than representatives, warranties and agreements regarding such Holder, such Holder's Option Securities and such holder's intended method of distribution and any other representation required by law.

Underwritten Offerings. If (a) The Initiating Holder shall have the registration right to select the book-running managers and the co-managers (collectively, the “managing underwriter”) in connection with any underwritten offering pursuant to Section 2 or Section 3; provided, that the selection of which the managing underwriter by the Initiating Holder shall be subject to the reasonable approval of the Board. In connection with such underwritten offering, the Company gives notice and the Initiating Holder shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting, provided, that such underwriting agreement is in customary form, provides for customary compensation, expense reimbursement and indemnification, and otherwise is reasonably acceptable to the Initiating Holder and the Company. (b) Upon the receipt by the Company of an Underwritten Demand Notice or a registered public offering involving an underwritingShelf Underwritten Demand Notice, the Company shall so advise the Holders as a part of the give prompt written notice given to all Holders of Registrable Securities (other than the Initiating Holder) that an underwritten offering pursuant to Section 3.12 or Section 3, as applicable is being effected. In the event that any such event Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such underwritten offering any Registrable Securities of the Holder, the Company shall include such Registrable Securities in the registration statement; provided that the Company need not include in an underwritten offering pursuant to Section 3 any Registrable Securities that are not then included in the applicable Shelf Registration Statement (unless the Company is then a WKSI). The right of any Holder to registration pursuant to Section 3.1 include Registrable Securities in any underwritten offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting willingness to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting offering (in each case, unless otherwise mutually agreed by such Holder, the Initiating Holders and the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as ). (c) Notwithstanding the underwriters may require. Notwithstanding any other provision of Article IIIforegoing, if the managing underwriter determines of an underwritten offering in connection with any registration pursuant to Section 2 or Section 3 advises the Company and the Holders of Registrable Securities participating in such offering in writing that marketing factors require a limitation of in its good faith judgment the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities requested to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and offering exceeds the number of shares Registrable Securities which can be sold in such offering at a price acceptable to the applicable Initiating Holder, then (i) the number of Registrable Securities that may so requested to be included in such offering shall be reduced to that number of shares which in the registration good faith judgment of the managing underwriter can be sold in such offering at such price and underwriting (ii) this reduced number of Registrable Securities shall be allocated among all Holders and such other holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts number of shares of Registrable Securities then held by such Holders and such other holders at the time Holders. (d) Those Registrable Securities which are excluded from an underwriting in connection with any registration pursuant to Section 2 or Section 3 hereof by reason of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The ’s marketing limitation and all other Registrable Securities not originally requested to be so excluded or withdrawn included shall also not be excluded or withdrawn from registration, included in such offering and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without withheld from the prior written consent of market by the Company or such underwriters, Holders thereof for such a period of time before and after (not to exceed thirty ninety (3090) days before and one hundred eighty days) which the managing underwriter reasonably determines is necessary to effect the underwritten offering. (180e) days after) If the effective date managing underwriter has not limited the number of Registrable Securities to be included in an underwritten offering pursuant to Section 2 or Section 3, the Company and, subject to the requirements of Section 8 hereof, the other holders of the Company’s securities may include securities for its (or their) own account in such registration statement relating thereto as if the underwriters may requiremanaging underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such offering will not thereby be limited.

Underwritten Offerings. If the registration of which the Company gives notice is for (a) In connection with any underwritten Public Offering being effected pursuant to a registered public offering involving an underwritingShelf Registration Statement, the Company Issuers shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected or underwriters, which shall include, among other provisions, indemnities substantially to the effect and to the extent provided in Section 7 and, if requested, customary holdback provisions. The holders of the Registrable Securities may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuers to and for the benefit of such underwriters also be made to and for their benefit and that any or all the conditions precedent to the obligations of such underwriters under such underwriting by agreement also be conditions precedent to their obligations. Without limiting the Company. The foregoing foregoing, the Issuers shall includeenter into such other agreements and documents as are customary in an underwritten Public Offering, including, without limitation, those specified in Section 4 hereof. (b) If Xxxxxx Xxxxxxx Ltd. at any time proposes to register any of its securities in a Piggyback Registration and such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares securities are to be underwrittendistributed by or through one or more underwriters, the managing underwriter may limit Xxxxxx Xxxxxxx Ltd. shall use its commercially reasonable best efforts to arrange for such underwriters to include the Registrable Securities to be included offered and sold by Holders among the securities to be distributed by such underwriters, and such Holders shall be obligated to sell their Registrable Securities in such registration, it being understood that Piggyback Registration through such underwriters on the shares proposed same terms and conditions as apply to the other Xxxxxx Xxxxxxx Ltd. securities to be sold by the Company such underwriters in connection with such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable SecuritiesPiggyback Registration. The Company shall so advise Holders may, at their option, require that any or all Holders of the representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, Xxxxxx Xxxxxxx Ltd. to and for the benefit of shares such underwriters also be made to and for their benefit and that any or all the conditions precedent to the obligations of Registrable Securities that may such underwriters under such underwriting agreement also be included in conditions precedent to their obligations. Without limiting the registration and underwriting foregoing, Xxxxxx Xxxxxxx Ltd. shall be allocated among all Holders and enter into such other holders agreements and documents as are customary in proportionan underwritten Public Offering, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distributionincluding, without the prior written consent of the Company or such underwriterslimitation, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirethose specified in Section 4 hereof.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration requested under Section 2.1, the Issuer shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Issuer and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Issuer shall not be required to make any representations or warranties with respect to written information specifically provided by a selling Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to or agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of which and title to the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part Registrable Securities and its intended method of the written notice given pursuant to Section 3.1. In distribution; and any liability of such event the right of any Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 2.2, if the Issuer shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting have determined to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Any Holder participating in such registration may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Issuer to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No Holder shall be required to make any representations or warranties to or agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Issuer has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, information to the respective amounts of Registrable Securities held by Issuer or the underwriter as may be necessary to register such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. (a) If requested by the registration of which underwriters for any underwritten offering by the Company gives notice is for Holders pursuant to a registered public offering involving an underwritingDemand Registration, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to Section 3.1. In make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such event Holder, its ownership of and title to the right Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No 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 Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any Demand Registration pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.7, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. If the registration Company at any time proposes to register any of which the Company gives notice is for its securities in a registered public offering involving an underwritingPiggyback Registration and such securities are to be distributed by or through one or more underwriters, the Company shall so advise will, subject to the Holders as a part provisions of the written notice given pursuant to Section 3.1. In such event the right of 3.1(c), use its best efforts, if requested by any Requesting Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation whose Registrable Securities are included in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting registration, to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected arrange for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit include the Registrable Securities to be included offered and sold by such Requesting Holder among the securities to be distributed by such underwriters, and such Requesting Holders shall be obligated to sell their Registrable Securities in such registration, it being understood that Piggyback Registration through such underwriters on the shares proposed same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such Piggyback Registration. The Requesting Holders whose Registrable Securities are to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriter or underwriters if requested by the Managing Underwriter. No Requesting Holder may participate in such underwritten offering unless such Requesting Holder agrees, if requested by the Managing Underwriter, to sell its Registrable Securities on the basis provided in such underwriting shall be given priority agreement and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise completes and executes all Holders questionnaires, powers of attorney, indemnities and other holders distributing their securities through documents reasonably required under the terms of such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesagreement. If any Requesting Holder disapproves of the terms of any such an underwriting, such Requesting Holder may elect to withdraw therefrom and from such registration by written notice to the Company and the managing underwriter. The Managing Underwriter, and each of the remaining Requesting Holders shall be entitled to increase the number of Registrable Securities being registered to the extent of the Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration(i) in the case of a Cutback Registration, in accordance with the priorities set forth in Section 3.1(c) and neither such (ii) in all other cases in the proportion which the number of Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without being registered by such remaining Requesting Holder bears to the prior written consent total number of the Company or Registrable Securities being registered by all such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireremaining Requesting Holders.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by a selling Holder for inclusion in the registration statement. No Holder shall be required to Section 3.1. In make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such event Holder, its ownership of and title to the right Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Any Holder participating in such registration may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No 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 Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.7, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. If In the registration event that one or more Holders elects to dispose of which at least 1,000,000 Registrable Securities under a Registration Statement pursuant to an Underwritten Offering, McMoRan shall, upon request by such Holders, retain underwriters in order to permit such Holders to effect such sale though an Underwritten Offering; provided, that McMoRan shall not be required to effect more than three Underwritten Offerings pursuant to this Section 2.4 and the Company gives notice is for a registered public offering involving an underwritingHolders shall be limited to one such request in any six-month period. In connection with any Underwritten Offering under this Agreement, the Company shall so advise the Holders as holders of a part majority of the written notice given Registrable Securities being disposed of pursuant to Section 3.1the Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of McMoRan, which shall not be unreasonably withheld, delayed or conditioned. In such event the right of any connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder to registration pursuant to Section 3.1 participates, each Selling Holder and McMoRan shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting obligated to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the managing underwriter selected for basis provided in such underwriting by the Company. The foregoing shall includeagreement and completes and executes all questionnaires, without limitation, such powers of attorney and escrow agreements as other documents reasonably required under the underwriters may requireterms of such underwriting agreement. Notwithstanding Each Selling Holder may, at its option, require that any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation or all of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority representations and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, McMoRan to and for the benefit of shares such underwriters also be made to and for such Selling Holder’s benefit and that any or all of Registrable Securities that may the conditions precedent to the obligations of such underwriters under such underwriting agreement also be included in the registration and underwriting conditions precedent to its obligations. No Selling Holder shall be allocated among all Holders required to make any representations or warranties to or agreements with McMoRan or the underwriters other than representations, warranties or agreements regarding the identity of such Selling Holder, its authority to enter into such underwriting agreement and such other holders in proportionto sell, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsits ownership of, the Company may round the number securities being registered on its behalf, its intended method of shares allocated to distribution and any Holder to the nearest 100 sharesother representation required by Law. If any Selling Holder disapproves of the terms of any such an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Company McMoRan and the managing underwriterManaging Underwriter; provided, however, that such withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering. The Registrable Securities so excluded No such withdrawal or withdrawn abandonment shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not affect McMoRan’s obligation to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirepay Registration Expenses.

Underwritten Offerings. If In the registration of which event that, in accordance with Section 2.01(c), the Company gives notice is for a registered public offering involving Registrable Securities are to be sold under the Shelf Registration Statement pursuant to an underwritingUnderwritten Offering, the Company shall so advise will take all reasonable actions requested by the Holders as a part Managing Underwriter or Underwriters in order to expedite or facilitate the sale of the written notice given pursuant Registrable Securities, including entering into an underwriting agreement with the Managing Underwriter or Underwriters, such agreement to Section 3.1. In such event be reasonably satisfactory in substance and form to each of the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting Company, Navy and the inclusion underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of such Holder’s Registrable Securities in that type, including, among other provisions, indemnities to the underwriting effect and to the extent provided hereinin Section 2.07. All Holders proposing No Shelf Holder may participate in such Underwritten Offering unless such Shelf Holder agrees to distribute their securities through 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 Shelf Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters also be made to and for such Shelf Holder’s benefit and that any or all of the conditions precedent to the obligations of the underwriters under such underwriting agreement also be conditions precedent to its obligations. No Shelf Holder shall (together be required to make any representations or warranties to or agreements with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as or the underwriters may require. Notwithstanding other than representations, warranties or agreements regarding such Shelf Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold representations required by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shareslaw. If any Shelf Holder disapproves of the terms of any such an underwriting, such Shelf Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also Managing Underwriter; provided, however, that such notice of withdrawal must be excluded or withdrawn from registration, and neither made at a time before the time of pricing of such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock offering (which shall be sold in any public sale or other distribution, without deemed to occur upon the prior written consent execution of the Company purchase or underwriting agreement) in order to be effective. No such underwriters, for such period of time before and after (not withdrawal or abandonment shall affect the Company’s obligation to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirepay Registration Expenses.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the (i) The right of any Holder to registration pursuant to this Section 3.1 3 shall be conditioned upon the participation by such Holder’s participation Holder in the underwriting arrangements specified by the Company in connection with such underwriting registration and the inclusion of such Holder’s the Registrable Securities of such Holder in the such underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The foregoing shall includeCompany and take all other actions, without limitationand deliver such opinions and certifications, as may be reasonably requested by such powers of attorney and escrow agreements as the underwriters may require. managing underwriter or underwriters. (ii) Notwithstanding any other provision of Article IIIthis Section 3, if the managing underwriter determines or underwriters with respect to such underwritten offering advise the Company in writing that marketing factors require a limitation of the number of shares of Common Stock to be underwritten, the managing underwriter Company may limit the number of Registrable Securities to be included in such registration, it being understood that registration in accordance with the shares proposed to sold by the Company in opinion of such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securitiesunderwriter(s). The Company shall so advise all Holders and other holders distributing their securities Registrable Securities through such underwriting, and there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first shares held by the Holders and, thereafter, to the extent necessary, shares that the Company wishes to register for its own account. As among the Holders as a group, the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of applicable Registrable Securities (determined without regard to any requirement of a request to be included in such registration) held by such all Holders and such other holders at the time of filing the registration statementRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 the Majority Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The foregoing Company (which underwriter or underwriters shall include, without limitation, such powers of attorney and escrow agreements as be reasonably acceptable to the underwriters may requireMajority Initiating Holders). Notwithstanding any other provision of Article IIIthis Appendix, if the managing underwriter determines advises the Company that marketing market factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell Securities pursuant to the Registration) require a limitation of the number of shares Registrable Securities to be underwritten, the managing underwriter underwriters may limit the exclude such number of Registrable Securities to be included in such registrationfrom the underwriting as required, it being understood that but only after excluding all other Securities from the shares proposed to sold by underwriting (including, without limitation, any Securities which the Company may seek to include in such the underwriting shall be given priority and shall not be subject to any such for its own account). If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at request to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If In connection with the registration filing of which the Company gives notice is for a registered public offering involving an underwritingany Registration Statement pursuant to Section 2.01, the Company shall so advise shall, upon request by any Holder or Holders, retain underwriters in order to permit such Holder or Holders to effect sales though an Underwritten Offering, subject to the Holders as limitations set forth in Section 2.01. In connection with any Underwritten Offering under this Agreement, the holders of a part majority of the written notice given Registrable Securities being disposed of pursuant to Section 3.1the Underwritten Offering shall be entitled to select the Managing Underwriter or underwriters for such Underwritten Offering, subject to the consent of the Company, which shall not be unreasonably withheld, delayed or conditioned. In such event connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the right of any Holder to registration pursuant to Section 3.1 Company shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting obligated to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the managing underwriter selected for basis provided in such underwriting by the Company. The foregoing shall includeagreement, without limitationcompletes and executes all questionnaires, such powers of attorney and escrow other documents and arranges for the delivery of customary opinions or other documents reasonably required under the terms of such underwriting agreement, including the completion and delivery of a notice and questionnaire, substantially in the form of Annex A hereto. No Selling Holder shall be required to make any representations or warranties to or agreements as with the Company or the underwriters may require. Notwithstanding other than representations, warranties or agreements regarding such Selling Holder, its 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 provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold representation required by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesLaw. If any Selling Holder disapproves of the terms of any such an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also Managing Underwriter; provided, however, that such withdrawal must be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without made prior to the prior written consent earlier of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date execution of the underwriting agreement or the execution of the custody agreement with respect to such Underwritten Offering. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses; provided that, notwithstanding such withdrawal or abandonment, such proposed registration statement relating thereto will count as a registration for purposes of Section 2.01 if the underwriters may requireUnderwritten Offering was to be pursuant to a Registration Statement.

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving an underwritingrequest to Register Registrable Securities under Section 2.1 or Section 2.2, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by a Majority-in-Interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company. The foregoing shall include, without limitation, Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such powers of attorney and escrow agreements as the underwriters may requireRegistration. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines that marketing factors require a limitation of advises the Company in writing that, in its opinion, the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities securities to be included in such registrationoffering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), it being understood then the Company shall include in such Registration the Registrable Securities that the shares proposed participating Holders have requested to sold by be registered thereunder only to the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and extent the number of shares such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities that may be included in the registration and underwriting such Registration shall be allocated among all the participating Holders and such other holders in proportion, as nearly as practicable, to on a pro rata basis (based on the respective amounts number of Registrable Securities held by each participating Holder). If the amount of such Holders Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Registration any Ordinary Shares of the Company and other Ordinary Shares held by other security holders of the Company, as the Company may in its discretion determine or be obligated to allow, in an amount which together with the Registrable Securities included in such other holders at Registration shall not exceed the time Maximum Number of filing the registration statementSecurities. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any a Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180100) days after) the effective date of the registration statement relating thereto as the underwriters may requireshares.

Underwritten Offerings. If (i) In the registration case of which the Company gives notice is for a registered public an underwritten offering involving an underwritingunder this Section 5, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any each Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting shall, with respect to the extent provided herein. All Holders proposing securities that such Holder then desires to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) sell, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting same underwriter(s) engaged by the Company with respect to securities being offered by the Company. The foregoing , and the Company shall include, without limitation, cause such powers underwriter(s) to include in any such underwriting all of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities that a Holder then desires to be included sell, subject to paragraph (ii) below; provided, however, that such underwriting agreement is in such registration, it being understood substantially the same form as the underwriting agreement that the shares proposed to sold by the Company enters into in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance connection with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesprimary offering it is making. 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 underwriterunderwriter(s). The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from such an underwriting shall be withdrawn from such registration. (ii) The aggregate number of Registrable Securities to be included in a Proposed Registration in the case of an underwritten offering shall not exceed the number of Registrable Securities that the managing underwriter(s) in good faith advise the Company in writing that can be sold in such offering without being likely to have a material and adverse effect on the price, timing, or distribution of the Registrable Securities offered or the market for such Registrable Securities. If the Company decides, based on the advice of the managing underwriter(s) with respect to such underwritten offering, that the number of securities to be offered by selling security holders be reduced because of market conditions or because the offering would be materially and neither adversely affected, then the Company will so notify the selling security holders in writing and such securities shall be reduced by such amount as the managing underwriter may determine, which reduced number of securities shall be included in the offering selected. Such Registrable Securities shall be subject to the following priority: (A) first, to the Company for any Registrable Securities that it proposes to issue and sell for its own account; (B) second, to the Holders participating in such offering, as nearly as possible pro rata based on the number of Registrable Securities such Holders have requested to be included therein (but, for any Holder, not to exceed the amount requested to be included in such Holder’s Piggyback Election Notice); and (C) thereafter, to the extent available, to any other Persons (for whom the Company is obligated to register Registrable Securities pursuant to other registration rights agreements), as nearly as possible pro rata based on the number of securities such Persons have requested to be included herein. In the case of a Proposed Registration that is initiated by a Holder pursuant to its demand registration rights under Section 3 above, such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold subject to the following priority: (A) to the Holders pursuant to the Registration Rights Agreement, in any public sale or other distribution, without the prior written consent of the Company or such underwritersaccordance with their respective percentage interests (but, for such period of time before and after (any Holder, not to exceed thirty the amount requested to be included in such Holder’s Piggyback Election Notice); (30B) days before to the Company for any Registrable Securities that it proposes to issue and one hundred eighty sell for its own account; and (180C) days after) thereafter, to the effective date extent available, to any other Persons (for whom the Company is obligated to register Registrable Securities pursuant to other registration rights agreements), as nearly as possible pro rata based on the number of the registration statement relating thereto as the underwriters may requiresecurities such Persons have requested to be included herein.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.12.1. In such event the right of any Holder to registration pursuant to Section 3.1 2.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of this Article IIIII, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by a selling Holder for inclusion in the registration statement. No Holder shall be required to Section 3.1. In make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such event Holder, its ownership of and title to the right Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Any Holder participating in such registration may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No 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 Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, as the registration of which case may be, the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Sections 2.1 or Section 3.12.2, as the case may be. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require). Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including, without limitation, the aggregate number of securities requested to be Registered and the general condition of the market) require a limitation of the number of shares Equity Securities to be underwritten, the managing underwriter underwriters may limit exclude some or all of the Registrable Securities to be included in such registration, it being understood that from the shares proposed to sold by underwriting if so justified after excluding any other Equity Securities from the Company in such underwriting shall be given priority and shall not be subject to any such underwriting. If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and would otherwise be entitled to include in the Registration or in such other holders at the time of filing the registration statementproportion as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registrationsuch underwriting shall be withdrawn from the Registration. For purposes of the provision in this Section 2.4 concerning apportionment, for any selling Holder that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and neither Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold owned by all Persons included in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto “selling Holder,” as the underwriters may requiredefined in this sentence.

Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Article II, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in customary form and substance to the Company, each such holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 5.1. The holders of the Registrable Securities will cooperate with the managing underwriter selected for such Company in the negotiation of the underwriting by agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof; provided, that nothing herein contained shall diminish the foregoing obligations of the Company. The foregoing shall include, without limitation, such powers holders of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in distributed by such registrationunderwriters shall be parties to such underwriting agreement and may, it being understood at their option, require that any or all of the shares proposed to sold by representations and warranties by, and the other agreements on the part of, the Company in to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting shall agreement be given priority and conditions precedent to the obligations of such holders of Registrable Securities. Any such holder of Registrable Securities shall not be subject required to make any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, representations or warranties to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance or agreements with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireother than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving an underwritingrequest to Register Registrable Securities under Section 2.1 or Section 2.2, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company. The foregoing shall include, without limitation, Company and reasonably acceptable to the holders of at least two-thirds (2/3) of the voting power of all Registrable Securities proposed to be included in such powers of attorney and escrow agreements as the underwriters may requireRegistration. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 2.1 or Section 2.2, it being understood that the shares proposed underwriters may exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation visseventy-a-vis five percent (75%) of the Registrable Securities. The Company shall Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of the non-excluded Holders is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such other holders withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the time effective date of filing the registration statementRegistration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any a Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180100) days after) the effective date of the registration statement relating thereto as the underwriters may requireshares.

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving an underwritingrequest to Register Registrable Securities under Section 2.1 or Section 2.2, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided hereinin this Section 2.4. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company. The foregoing shall include, without limitation, Company and reasonably acceptable to the holders of seventy five percent (75%) of the voting power of all Registrable Securities proposed to be included in such powers of attorney and escrow agreements as the underwriters may requireRegistration. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 2.1 or Section 2.2, it being understood that the shares proposed underwriters may exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis fifty percent (50%) of the Registrable Securities. The Company shall Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of the Holders is allocated among all non-excluded Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such non-excluded Holders to be included; provided, that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such other holders withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be; provided, further, that if any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the time effective date of filing the registration statementRegistration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any a Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180100) days after) the effective date of the registration statement relating thereto as the underwriters may requireshares.

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving request to Register Registrable Securities under Section 3.1(a) or Section 3.1(b), Investor seeks to distribute such Registrable Securities in an underwritingunderwritten offering, the Company it shall so advise the Holders Company as a part of the written notice given pursuant to Section 3.1request. In such event event, the right of any Holder Investor to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s its participation in such underwriting underwritten offering and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Investor shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company. The foregoing shall include, without limitation, such powers of attorney Company and escrow agreements as the underwriters may requirereasonably acceptable to Investor. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 3.1(a) or Section 3.1(b), it being understood that the shares proposed underwriters may exclude up to sold seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering. If Investor disapproves the terms of any underwriting, Investor may elect to withdraw therefrom by written notice to the Company in and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting underwritten offering shall be given priority and shall not be subject to any such limitation vis-a-vis withdrawn from the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder Investor to the nearest 100 one hundred (100) shares. If any Holder disapproves If, as a result of such underwriter cutback, Investor cannot include in a public offering all of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn that it has requested to be included therein pursuant to Section 3.1(a), then such Registration shall also not be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent deemed to constitute one of the Company or such underwriters, for such period of time before and after (not Registration rights granted pursuant to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireSection 3.1(a).

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving an underwritingrequest to Register Registrable Securities under Section 2 or Section 2.2, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided hereinin this Section 2.4. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company. The foregoing shall include, without limitation, Company and reasonably acceptable to the holders of seventy-five percent (75%) of the voting power of all Registrable Securities proposed to be included in such powers of attorney and escrow agreements as the underwriters may requireRegistration. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 2 or Section 2.2, it being understood that the shares proposed underwriters may exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis fifty percent (50%) of the Registrable Securities. The Company shall Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of the Holders is allocated among all non-excluded Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such non-excluded Holders to be included; provided, that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such other holders withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2 or Section 2.2, as the case may be; provided, further, that if any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the time effective date of filing the registration statementRegistration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any a Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180100) days after) the effective date of the registration statement relating thereto as the underwriters may requireshares.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may (a) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such registrationoffering are those of the Company), it being understood that or (b) otherwise exclude up to twenty five percent (25%) of the shares proposed Registrable Securities requested to sold be Registered but only after first excluding all other Equity Securities held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company in such from the Registration and underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of Holders is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders and to be included, provided that if, as a result of such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsunderwriter cutback, the Company may round Holders cannot include in the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves initial public offering all of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn that they have requested to be included therein, then such Registration shall also not be deemed to constitute one of the three demand Registrations to which each of the holders of Series A Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, Series C Preferred Shares and Series D and Series D-1 Preferred Shares are entitled pursuant to Section 2.1, as the case may be. Any Registrable Securities excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If No Person may participate in any registration hereunder which is underwritten unless such Person: (i) agrees to sell the same class and type of securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include); (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of which such underwriting arrangements; and (iii) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company gives notice is for a registered public offering involving an underwriting, or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7 or those provided by the other holders of Registrable Securities participating in such underwritten registration. For the avoidance of doubt, each holder of Registrable Securities shall so advise execute such customary powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders as a part of the written notice given pursuant to Section 3.1majority of the Registrable Securities. In such event the right Each holder of any Holder to registration pursuant to Section 3.1 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 securities through shall execute and deliver such underwriting shall (together with other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8. In the case of any registration hereunder that is underwritten which is requested by the holders of Registrable Securities, the price, underwriting discount and other holders distributing their securities through such underwriting) enter into an financial terms of the related underwriting agreement in customary form with the managing underwriter selected for such underwriting securities shall be determined by the Company. The foregoing shall include, without limitation, such powers holders of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision a majority of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to included in such underwritten offering, provided that such price, underwriting discount and other financial terms shall be applicable pari passu among all Registrable Securities included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireon a pro rata basis.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwritingIn connection with any Underwritten Offering under this Agreement, the Company Partnership shall so advise be entitled to select the Holders as a part of the written notice given pursuant to Section 3.1Managing Underwriter or Underwriters. In such event connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the right of any Holder to registration pursuant to Section 3.1 Partnership shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting obligated to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with the managing underwriter selected underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such underwriting by the Company. The foregoing shall include, without limitation, Underwritten Offering unless such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares Selling Holder agrees to be underwritten, the managing underwriter may limit the sell its Registrable Securities to be included in such registration, it being understood that on the shares proposed to sold by the Company basis provided in such underwriting shall be given priority agreement and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise completes and executes all Holders questionnaires, powers of attorney, indemnities and other holders distributing their securities through documents reasonably required under the terms of such underwritingunderwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the number other agreements on the part of, the Partnership to and for the benefit of shares such underwriters also be made to and for such Selling Holder’s benefit and that any or all of Registrable Securities that may the conditions precedent to the obligations of such underwriters under such underwriting agreement also be included in the registration and underwriting conditions precedent to its obligations. No Selling Holder shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, required to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance make any representations or warranties to or agreements with the above provisionsPartnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the Company may round the number securities being registered on its behalf, its intended method of shares allocated to distribution and any Holder to the nearest 100 sharesother representation required by Law. If any Selling Holder disapproves of the terms of any such an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Company Partnership and the managing underwriterManaging Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses. The Registrable Securities so excluded Partnership’s management may but shall not be required to participate in a roadshow or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor similar marketing effort in connection with any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireUnderwritten Offering.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1 or 2.2, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by a selling Holder for inclusion in the registration statement. No Holder shall be required to Section 3.1. In make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such event Holder, its ownership of and title to the right Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.3, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Any Holder participating in such registration may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No 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 Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any registration under Section 2.1 or 2.2 pursuant to an underwritten offering, or, in the case of a registration under Section 2.3, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.7, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. If In the registration of which the Company gives notice is for a registered public offering involving an underwritingevent that one or more Holders elects to include, the Company shall so advise the Holders as a part of the written notice given other than pursuant to Section 3.1. In such event 2.02 of this Agreement, at least the right Threshold Amount of any Holder to registration the then-outstanding Registrable Securities under a Shelf Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by such Holders (such request, an “Underwritten Offering Notice”), retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering; provided, however, that the Holders shall have the option and right, to require the Partnership to effect not more than three (3) Underwritten Offerings, pursuant to and subject to the conditions of this Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion 2.04 of this Agreement. Upon delivery of such Holder’s Registrable Securities in the underwriting Underwritten Offering Notice to the extent provided herein. All Partnership, the Partnership shall as soon as practicable (but in no event later than one (1) calendar day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders proposing who shall then have two (2) calendar days from the date that such notice is given to distribute their securities through such underwriting shall (together with them to notify the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement Partnership in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation writing of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the Threshold Amount of Registrable Securities necessary to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Holders of a majority of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the reasonable consent of the Partnership. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other holders rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such 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 underwriting agreement. Each Selling Holder may, at its option, require that any or all of the time representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of filing such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the registration statementconditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. To facilitate the allocation of shares in accordance No Selling Holder shall be required to make any representations or warranties to or agreements with the above provisionsPartnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the Company may round the number securities whose offer and resale will be registered, on its behalf, its intended method of shares allocated to distribution and any Holder to the nearest 100 sharesother representation required by Law. If any Selling Holder disapproves of the terms of any such an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Company Partnership and the managing underwriterManaging Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. The Registrable Securities so excluded If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Selling Holders have the right and option to request under this Section 2.04. No such withdrawal or withdrawn abandonment shall also be excluded or withdrawn affect the Partnership’s obligation to pay Registration Expenses; provided, however, that if (i) certain Selling Holders withdraw from registrationan Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and neither (ii) all Selling Holders withdraw from such Registrable Securities nor any securities convertible into or exchangeable or exercisable Underwritten Offering prior to pricing, then the Post-Launch Withdrawing Selling Holders shall pay for Common Stock shall be sold in any public sale or other distribution, without all reasonable Registration Expenses incurred by the prior written consent Partnership during the period from the Launch of such Underwritten Offering until the Company or time all Selling Holders withdraw from such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireUnderwritten Offering.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 10.01(a) or Section 10.01(b), the registration of which the Company gives notice is for a registered public offering involving Initiating Holder seek to distribute such Registrable Securities in an underwriting, they has the Company shall right to so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to Section 3.1the other Holders described in Sections 10.01(a) and 10.01(b). In such event event, the right of any Holder Holders to registration pursuant to Section 3.1 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 the Initiating Holder representing a majority in voting power of the Registrable Securities held by the Initiating Holder) to the extent provided herein. All Holders The Initiating Holder proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The foregoing Company (which underwriter or underwriters shall include, without limitation, such powers be reasonably acceptable to Initiating Holder representing a majority in voting power of attorney and escrow agreements as the underwriters may requireRegistrable Securities held by the Initiating Holder). Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares Equity Securities to be underwritten, the managing underwriter underwriters may limit exclude some of the Registrable Securities from the underwriting if so justified after excluding any other Equity Securities from the underwriting, provided that any Registration must include at lease 25% of the Shares requested to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the holders of Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and If a limitation of the number of shares Registrable Securities is required pursuant to this Section 10.01(d), the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at would otherwise be entitled to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent Registration. If shares of the Company are offered in an underwritten public offering (whether or such underwritersnot a Qualified Public Offering) for the account of any shareholder, for such period each Preferred Shareholder shall have the right to include a pro rata number of time before shares in the offering on terms and after (not conditions no less favorable to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePreferred Shareholders than to any other selling shareholders.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to Section 3.1the other Holders described in Sections 2.1 and 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting by with the mutual consent of the Required Interest and the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such registrationoffering are those of the Company), it being understood that the shares proposed or (ii) otherwise exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis twenty percent (20%) of the Registrable Securities. The Company shall Securities (on a pro rata as converted basis) requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwriting and so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of Holders is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders and to be included, provided that if, as a result of such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsunderwriter cutback, the Company may round Holders cannot include in the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves initial public offering all of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn that they have requested to be included therein, then such Registration shall also not be deemed to constitute one (1) of the two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1. Any Registrable Securities excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving an underwritingrequest to Register Registrable Securities under Section 2.1 or Section 2.2, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration, and reasonably acceptable to the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 2.1 or Section 2.2, it being understood that the shares proposed underwriters may exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis seventy percent (70%) of the Registrable Securities. The Company shall Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of the non-excluded Holders is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held owned by such Holders requesting registration, provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such other holders at withdrawn request for Registration shall not be deemed to constitute one of the time of filing Registration rights granted pursuant to Section 2.1 or Section 2.2, as the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company case may round the number of shares allocated to any Holder to the nearest 100 sharesbe. If any Holder disapproves of the terms of any such underwriting, such the Holder may also elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after underwriters delivered at least ten (not to exceed thirty (3010) days before and one hundred eighty (180) days after) prior to the effective date of the registration statement relating thereto as Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the underwriters may requireRegistration.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwritingUnderwritten Offering, then the Company shall so advise the Holders as a part of the such written notice given pursuant to Section 3.1notice. In such event event, the right of any Holder the Holders to registration pursuant to this Section 3.1 shall be conditioned upon such Holder’s participation the Holders’ agreeing to participate in such underwriting Underwritten Offering upon the terms and condition as shall be negotiated by the Company, and the inclusion of such Holder’s the Registrable Securities in the underwriting Underwritten Offering to the extent provided herein. All The Holders proposing to distribute their securities through such underwriting Underwritten Offering shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting Underwritten Offering by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision provisions of Article IIIthis Section, if the managing underwriter determines in writing, in its sole and absolute discretion, that marketing factors or other customary factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the exclude some or all Registrable Securities to be included from such registration and Underwritten Offering in such registration, it being understood that accordance with the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securitiesprovisions of this Section. The Company shall so advise all the Holders and other holders distributing their securities through such underwritingUnderwritten Offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting Underwritten Offering on behalf of the Holders shall be allocated among all the Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by which the Holders requested to be included in the registration; provided that in no event shall the Registerable Securities of the Securityholder to be included in such Holders and such other holders at Registration Statement be less than 50% of the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated Registrable Securities requested to any Holder to the nearest 100 sharesbe included therein. If any Holder disapproves the Holders disapprove of the terms of any such underwritingUnderwritten Offering, such Holder then the Holders may elect to withdraw therefrom by giving written notice to the Company and the managing underwriter. The Registrable Securities Any securities so excluded or withdrawn from such Underwritten Offering shall also be excluded or withdrawn from such registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If the registration of which the Company gives notice Registration Statement under subsection (b) above is for a registered public offering involving to cover an underwritingUnderwritten Offering, the Company Registrable Securities shall so advise be included in the Holders underwriting on the same terms and conditions as a part the securities otherwise being sold through the underwriters. If, in the good faith judgment of the written notice given pursuant to Section 3.1. In such event the right of managing underwriter in any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and Underwritten Offering, the inclusion of such Holder’s all of the shares of Registrable Securities and any other Common Stock requested to be registered in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together Underwritten Offering would interfere with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers successful marketing of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the smaller number of shares to be underwrittensuch shares, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and then the number of shares of Registrable Securities that may and other Common Stock to be included in the registration and underwriting offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be allocated among all reduced to such smaller number as the managing underwriter shall in its sole discretion determine. The reduction in participation by Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by shall occur on a pro rata basis with all other participating holders of securities to be registered under such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsRegistration Statement, the Company may round the number of shares allocated to any Holder except to the nearest 100 sharesextent that certain holders of other securities may have a contractual preference to participate granted prior to the date hereof. If any Holder disapproves of the terms of any In such underwritingcase, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The underwriter shall use their reasonable best efforts to accommodate the selling desires of the Holders of Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for the Holders of other shares of Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or who possess such underwritersregistration rights. Any shares for which the Company has received written request to register and are excluded from an Underwritten Offering as discussed above, shall be withheld from the market by the holders thereof for such a period of time before and after (time, not to exceed thirty (30) 30 days before and one hundred eighty (180) days after) prior to the effective date of and 90 days thereafter, that the registration statement relating thereto as managing underwriter reasonably determines is necessary in order to effect the underwriters may requireUnderwritten Offering.

Underwritten Offerings. (a) If requested by the registration of which underwriters for any underwritten offering by the Company gives notice is for Holders pursuant to a registered public offering involving an underwritingDemand Registration, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to Section 3.1. In make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such event Holder, its ownership of and title to the right Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No 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 Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any Demand Registration pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.7, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. (a) If at any time the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities for its own account or for the accounts of stockholders other than the Shareholders (“Other Holders”), solely for cash on a form that would also permit the registration of which the Registrable Securities, the Company gives shall, each such time, promptly give each holder of Registrable Securities written notice is for a registered public offering involving an underwritingof such determination. Upon the written request of any holder of Registrable Securities given within thirty (30) days after the giving of any such notice by the Company, the Company shall so advise use its reasonable best efforts to cause to be registered under the Holders as a part Securities Act all of the written notice given pursuant to Section 3.1Registrable Securities that each such holder of Registrable Securities has requested be registered. In such event connection with any offering under this Section 6(a), the right Company shall not be required to include any holder’s of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation Registrable Securities in such underwriting and unless such holder accepts the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through Managing Underwriters, and then only in such underwriting) enter into an underwriting agreement quantity as will not, in customary form with the managing underwriter selected for such underwriting reasonable opinion of the Managing Underwriters, jeopardize the success of the offering by the Company. The foregoing shall includeIf the total amount of securities that all holders of Registrable Securities request to be included in an underwritten offering exceeds the amount of securities that the Managing Underwriters reasonably believe compatible with the success of the offering, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of then the number of shares of Registrable Securities and shares of securities held by Other Holders that may be included in the offering shall be allocated among the Shareholders and the Other Holders in such proportion as the respective number of shares the Shareholders and each Other Holder requests to be underwritten, included in such registration bears to the managing underwriter may limit total number of shares the Shareholders and Other Holders request be included. All Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall not be included in such registration. If a Shareholder or Other Holder of other securities entitled upon request) to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterOther Holders of securities to be included in such registration. The Registrable Securities securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such . (b) Any holder of Registrable Securities nor who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering. In any securities convertible into or exchangeable or exercisable for Common Stock such underwritten offering, 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 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 (which shall be sold in any public sale or other distribution, without no more onerous than the prior written consent lock-ups of the management of the Company) 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 or such underwriters, for such period in accordance with Section 3(a) 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 after (commissions and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to exceed thirty (30filing 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(l) days before and one hundred eighty (180) days after) hereof, upon receipt of a request from the effective date Managing Underwriter or a representative of holders of a majority of the registration statement relating thereto Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the 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 the Maximum Delay Period if and so long as the underwriters may requireDelay Conditions exist.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwritingUnderwritten Offering, then the Company shall so advise the Holders as a part of the such written notice given pursuant to Section 3.1notice. In such event event, the right of any Holder the Holders to registration pursuant to this Section 3.1 shall be conditioned upon such Holder’s participation the Holders’ agreeing to participate in such underwriting Underwritten Offering upon the terms and condition as shall be negotiated by the Company, and the inclusion of such Holder’s the Registrable Securities in the underwriting Underwritten Offering to the extent provided herein. All The Holders proposing to distribute their securities through such underwriting Underwritten Offering shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting Underwritten Offering by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision provisions of Article IIIthis Section, if the managing underwriter determines in writing, in its sole and absolute discretion, that marketing factors or other customary factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the exclude some or all Registrable Securities to be included from such registration and Underwritten Offering in such registration, it being understood that accordance with the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securitiesprovisions of this Section. The Company shall so advise all the Holders and other holders distributing their securities through such underwritingUnderwritten Offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting Underwritten Offering on behalf of the Holders shall be allocated among all the Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at requested to be included in the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesregistration. If any Holder disapproves the Holders disapprove of the terms of any such underwritingUnderwritten Offering, such Holder then the Holders may elect to withdraw therefrom by giving written notice to the Company and the managing underwriter. The Registrable Securities Any securities so excluded or withdrawn from such Underwritten Offering shall also be excluded or withdrawn from such registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given 5.1 Underwritten offerings pursuant to Section 3.1. 2 (a) In such event the right case of any Holder to registration underwritten Public Offering being effected pursuant to Section 3.1 2, the managing underwriter and any other underwriter or underwriters with respect to such offering 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 securities through such underwriting shall (together selected, after consultation with the Company, by Infineon with the consent of the Company, which consent shall not be unreasonably withheld. (b) The Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing such underwriter selected for such underwriting by the Company. The foregoing or underwriters, which shall include, without limitationamong other provisions, indemnities to the effect and to the extent provided in Section 7. (c) Infineon shall be a party to such powers underwriting agreement and may, at its option, require that any or all of attorney the representations and escrow warranties by, and the other agreements as on the part of, the Company to and for the benefit of such underwriters also be made to and for its 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. Infineon shall not be required to make any representations or warranties to or agreements with the Company or the underwriters may require. Notwithstanding other than representations, warranties or agreements regarding Infineon and its ownership of the securities being registered on its behalf and Infineon's intended method of distribution and any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter representation required by law. Infineon may limit the Registrable Securities to be included not participate in such registration, it being understood that underwritten offering unless Infineon agrees to sell its Registrable Shares on the shares proposed to sold by the Company basis provided in such underwriting shall be given priority agreement and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise completes and executes all Holders questionnaires, powers of attorney, indemnities and other holders distributing their securities through documents reasonably required under the terms of such underwriting, and underwriting agreement. (d) Subject to compliance with the number provisions of shares Section 6 (with respect to withdrawals of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time request of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsInfineon), the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder if Infineon disapproves of the terms of any such an underwriting, such Holder Infineon may elect to withdraw therefrom and from such registration and elect not to have such registration counted as a registration requested by written it for purposes of the limitation in Section 2.3 by notice to the Company and the managing underwriter. The . 5.2 Underwritten offerings pursuant to Section 3 (a) If the Company at any time proposes to register any of its securities pursuant to Section 3 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 3.2, Section 3.3 and Section 3.4 use its best efforts, if requested by Infineon, to arrange for such underwriters to include the Registrable Securities so excluded Shares to be offered and sold by Infineon among the securities to be distributed by such underwriters, and Infineon shall be obligated to sell their Registrable Shares in such registration pursuant to Section 3 through such underwriters on the same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such registration pursuant to Section 3. (b) Infineon shall be a party to the underwriting agreement between the Company and such underwriter or withdrawn shall underwriters and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be excluded made to and for its benefit and that any or withdrawn from registration, and neither all of the conditions precedent to the obligations of such Registrable Securities nor underwriters under such underwriting agreement also be conditions precedent to its obligations. Infineon shall not be required to make any securities convertible into representations or exchangeable warranties to or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of agreements with the Company or such underwritersthe underwriters other than representations, for such period of time before warranties or agreements regarding Infineon and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date its ownership of the securities being registered on its behalf and Infineon's intended method of distribution and any other representation required by law. Infineon may not participate in such underwritten offering unless Infineon agrees to sell its Registrable Shares 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. (c) If Infineon disapproves of the terms of an underwriting, Infineon may elect to withdraw therefrom and from such registration statement relating thereto as by notice to the underwriters may requireCompany and the managing underwriter.

Underwritten Offerings. If The DLJ Entities will have the right, in their sole discretion, to select an underwriter or underwriters in connection with any underwritten offering resulting from the exercise by any DLJ Entity of a demand for registration of under Section 2(a), in which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included registered by the DLJ Entities pursuant to Section 2(a) constitute more than 50% of all Registrable Securities to be registered pursuant to Section 2(a). Such underwriter or underwriters may include any Affiliate of any DLJ Entity. The Board shall select, in its sole discretion, the underwriter or underwriters in connection with any other underwritten offering; provided that, in any underwritten offering in which Xxxxx is the Initiating Stockholder, the lead underwriters of such registrationoffering shall be reasonably acceptable to Xxxxx and; provided further that, it being understood that in any underwritten offering in which at least 30% of the shares proposed securities to be sold are owned by the DLJ Entities, the DLJ Entities shall have the right to designate one co-lead underwriter in connection with such offering (which will not, unless the Company consents, be the book-runner). Such underwriter may include any Affiliate of any DLJ Entity. The underwriting agreement shall be reasonably satisfactory in substance and form to the Board and shall contain such representations and warranties by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis by the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders selling stockholders and such other holders terms as are generally prevailing in proportionagreements of this type, as nearly as practicableincluding, without limitation, indemnities to the respective amounts of Registrable Securities held effect and to the extent provided in Section 2(f). No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements reasonably approved by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance Board that are consistent with the above provisionsprovisions of this Agreement and (ii) completes and executes all questionnaires, the Company may round the number powers of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company underwriting arrangements and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent provisions of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirethis Agreement.

Underwritten Offerings. (a) Shelf and Demand Registrations. If requested by the registration underwriters for any Underwritten Offering requested by holders of which the Company gives notice is for Registrable Securities pursuant to a registered public offering involving an underwritingRegistration under Section 2.1 or under Section 2.2, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected such underwriters for such underwriting by offering, such agreement to be reasonably satisfactory in substance and form to the Company. The foregoing shall include, without limitation, such powers holders of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision a majority of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of shares that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.9. The holders of the Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof. Such holders of Registrable Securities that may to be included in the registration and underwriting distributed by such underwriters shall be allocated among parties to such underwriting agreement and may, at their option, require that any or all Holders of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such other underwriters shall also be made to and for the benefit of such holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at that any or all of the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder conditions precedent to the nearest 100 shares. If any Holder disapproves obligations of the terms of any such underwriting, underwriters under such Holder may elect to withdraw therefrom by written notice underwriting agreement be conditions precedent to the Company and the managing underwriterobligations of such holders of Registrable Securities. The Any such holder of Registrable Securities so excluded shall not be required to make any representations or withdrawn shall also be excluded warranties to or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of agreements with the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireother than representations, warranties or agreements regarding such holder, such holder's Registrable Securities, such holder's intended method of distribution and any other representations required by law.

Underwritten Offerings. (a) If requested by the registration of which the Company gives notice is managing underwriters for a registered public offering involving an underwriting, the Company shall so advise the any Underwritten Offering requested by Holders as a part of the written notice given pursuant to a Registration under Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 2.01, ASV 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitationunderwriters, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares agreement to be underwritten, reasonably satisfactory in substance and form to ASV and the managing underwriter may limit the underwriters. Such agreement shall contain such representations and warranties by ASV and such other terms as are generally prevailing in agreements of that type. Each Holder with Registrable Securities to be included in any Underwritten Offering shall enter into such registrationunderwriting agreement at the request of ASV, it being understood that the shares proposed to sold which agreement shall contain such reasonable representations and warranties by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders Holder and such other holders reasonable terms as are generally prevailing in proportionagreements of that type. (b) In the event of a public sale of ASV’s equity securities in an Underwritten Offering (whether in a Demand Registration or a Piggyback Registration, whether or not the Holders participate therein), the Holders hereby agree, and, in the event of a public sale of ASV’s equity securities in an Underwritten Offering, ASV shall agree, and it shall use reasonable best efforts to cause its executive officers and directors to agree, if requested by the managing underwriter or underwriters in such Underwritten Offering, not to effect any sale or distribution (including any offer to sell, contract to sell, short sale or any option to purchase) of any securities (except, in each case, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves part of the terms of any applicable Registration, if permitted hereunder) that are the same as or similar to those being Registered in connection with such underwritingpublic sale, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distributionsuch securities, without during the prior written consent of the Company period beginning one day before, and ending 90 days (or such lesser period as may be permitted by ASV or the selling Holder(s), as applicable, or such managing underwriter or underwriters) after, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto Registration Statement filed in connection with such Registration (or, if later, the date of the Prospectus), to the extent timely notified in writing by such selling Person or the managing underwriter or underwriters. The Holders and ASV, as applicable, also agree to execute an agreement evidencing the underwriters restrictions in this Section 2.04(b) in customary form, which form is reasonably satisfactory to ASV or the selling Holder(s), as applicable, and the underwriter(s); provided that such restrictions may requirebe included in the underwriting agreement. ASV may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period. (c) No Holder may participate in any Underwritten Offering hereunder unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved by ASV or other Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or this Agreement.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested hereunder, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to the Company and the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a part party to such underwriting agreement. Unless otherwise reasonably required by the underwriters, no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holder, its ownership of and title to the written notice given pursuant to Section 3.1. In Registrable Securities and its intended method of distribution; and any liability of such event the right of any Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Unless otherwise reasonably required by the underwriters, no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such limitation vis-a-vis Holder, its ownership of and title to the Registrable Securities. The Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company shall so advise has determined to enter into an underwriting agreement in connection therewith, all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. (a) If at any time the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities for its own account or for the accounts of stockholders other than the Shareholder (“Other Holders”), solely for cash on a form that would also permit the registration of which the Registrable Securities, the Company gives shall, each such time, promptly give each holder of Registrable Securities and/or Warrants written notice is for a registered public offering involving an underwritingof such determination. Upon the written request of any holder of Registrable Securities and/or Warrants given within thirty (30) days after the giving of any such notice by the Company, the Company shall so advise use commercially reasonable efforts to cause to be registered under the Holders as a part Securities Act all of the written notice given pursuant to Section 3.1Registrable Securities that each such holder of Registrable Securities and/or Warrants has requested be registered. In such event connection with any offering under this Section 6(a), the right Company shall not be required to include any holder’s of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation Registrable Securities in such underwriting and unless such holder accepts the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through Managing Underwriters, and then only in such underwriting) enter into an underwriting agreement quantity as will not, in customary form with the managing underwriter selected for such underwriting reasonable opinion of the Managing Underwriters, jeopardize the success of the offering by the Company. The foregoing shall includeIf the total amount of securities that all holders of Registrable Securities request to be included in an underwritten offering exceeds the amount of securities that the Managing Underwriters reasonably believe compatible with the success of the offering, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of then the number of shares of Registrable Securities and shares of securities held by Other Holders that may be included in the offering shall be allocated among the Shareholder and the Other Holders in such proportion as the respective number of shares the Shareholder and each Other Holder requests to be underwritten, included in such registration bears to the managing underwriter may limit total number of shares the Shareholder and Other Holders request be included. All Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall not be included in such registration. If the Shareholder or Other Holder of other securities entitled upon request to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterOther Holders of securities to be included in such registration. The Registrable Securities securities so excluded or withdrawn shall also be excluded or withdrawn from registration. (b) Subject to the terms of this clause (b), and neither such any holder of Registrable Securities nor or Warrants who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering. In any securities convertible into or exchangeable or exercisable for Common Stock such underwritten offering, 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 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 (which shall be sold in any public sale or other distribution, without no more onerous than the prior written consent lock-ups of the management of the Company) 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 or such underwriters, for such period in accordance with Section 3(a) hereof within a reasonable amount of time before such underwritten offering. The holders participating in any underwritten offering shall be responsible for any underwriting fees, discounts and after (commissions and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to exceed thirty (30filing 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(l) days before and one hundred eighty (180) days after) hereof, upon receipt of a request from the effective date Managing Underwriter or a representative of holders of a majority of the registration statement relating thereto Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the 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 the Maximum Delay Period if and so long as the underwriters may requireDelay Conditions exist.

Underwritten Offerings. If the registration Company at any time proposes to register any of which its Equity Securities under the Company gives notice is for a registered public offering involving an underwritingSecurities Act as contemplated by this Section 3 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to subdivision 3(c)(i) below, use reasonable efforts to arrange for such underwriters (it being understood that the Selling Holders shall so advise not be entitled to use any other underwriters) to include all the Holders as a part Registrable Securities to be offered and sold by such underwriters. Upon request of the written notice given pursuant to Section 3.1. In Company or the underwriters, each of such event the right of any Holder to registration pursuant to Section 3.1 Selling Holders shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in a party to the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with agreement between the Company and the underwriters and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement may be conditions precedent to the obligations of such Holders. No Holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company or the underwriters other holders distributing their securities through than representations, warranties or agreements regarding such Selling Holder, its Registrable Securities, and any other representations, warranties or agreements reasonably requested by the Company or the underwriters and customarily made in underwritten offerings, 5 6 and any other representation or warranty required by law. The following provisions shall apply to any such underwriting: (i) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision provisions of Article IIIthis Section , if the managing underwriter of such underwritten offering determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by underwritten and so advises the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis writing, then the Registrable Securities. The Company shall so advise all of the Selling Holders and other holders distributing their securities through such underwriting, and of the number of shares of Registrable Securities that may be included in the registration, and the underwriting shall be allocated first to the Company and, if additional shares may be sold, subject to any agreement which by its terms would give any other Person priority over the Selling Holders relating to the inclusion of shares in such registration and underwriting statement, such additional shares shall be allocated among all Selling Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held initially sought to be registered by such Selling Holders and in connection with such other holders at the time of filing the registration statement. To facilitate No Registrable Securities excluded from the allocation underwriting by reason of shares the managing underwriter's marketing limitation shall be included in accordance with the above provisions, such registration. (ii) The rights of the Company may round under this Section 3(c) shall not be deemed to limit the number of shares allocated Company's rights not to include Registrable Securities in any Holder such registration pursuant to the nearest 100 shares. other provisions of this Section 3. (iii) If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn from such underwriting shall also be excluded or withdrawn from such registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 10.1 except Section 10.1(i), the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter selected such underwriters for such underwriting offering, such agreement to be reasonably satisfactory in substance and form to each Holder of Registrable Securities being registered, the Company and the underwriters and to contain such representations and warranties by the Company. The foregoing shall includeCompany and each such Holder and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 10.6. Each such powers Holder of attorney Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and escrow will give consideration to the reasonable requests of the Company regarding the form thereof, provided, that nothing herein contained shall diminish the foregoing obligations of the Company. Any such Holder shall not be required to make any representations or warranties to or agreements as with the Company or the underwriters may require. Notwithstanding other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities and other securities of the Company, such Holder's intended method of distribution, and any other provision representations, warranties or agreements required by law. (b) If the Company at any time proposes to register any of Article IIIits securities under the Securities Act as contemplated by Section 10.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Registrable Securities as provided in Section 10.2 and subject to the managing underwriter determines that marketing factors require a limitation provisions of the number of shares Section 10.2(b), arrange for such underwriters to be underwritten, the managing underwriter may limit include all the Registrable Securities to be included in such registration, it being understood that the shares proposed to offered and sold by such Holder owning the securities to be distributed by such underwriters. In such event, the Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company in and such underwriting shall be given priority and underwriters. Any such Holder shall not be subject required to make any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, representations or warranties to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance or agreements with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or the underwriters other than representations, warranties or agreements regarding such underwritersHolder, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date Holder's Registrable Securities or other securities of the registration statement relating thereto as the underwriters may requireCompany, such Holder's intended method of distribution and any representations, warranties or agreements required by law.

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving an underwritingrequest to Register Registrable Securities under Section 2.1 or Section 2.2, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company. The foregoing shall include, without limitation, 15 Shareholders Agreement Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such powers of attorney and escrow agreements as the underwriters may requireRegistration. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 2.1 or Section 2.2, it being understood that the shares proposed underwriters may exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation visseventy-a-vis five percent (75%) of the Registrable Securities. The Company shall so advise Securities requested to be Registered but only after first excluding all Holders other Equity Securities held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company, from the Registration and other holders distributing their securities through such underwritingunderwritten offering, and provided, that the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of the non-excluded Holders is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders to be included. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such other holders at underwritten offering shall be withdrawn from the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any a Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180100) days after) the effective date of the registration statement relating thereto as the underwriters may requireshares.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty ninety (18090) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If (a) In the registration event of an underwritten offering in which the Company gives notice is for a registered public offering involving an underwritingHolder participates pursuant to a Demand Registration or a Shelf Registration, the Company shall so advise enter into a customary Underwriting Agreement with the Holders underwriters. Such Underwriting Agreement shall (i) be satisfactory in form and substance to e&, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as a part are generally prevailing in agreements of that type, including indemnities and contribution agreements on substantially the written notice given pursuant to Section 3.1same terms as those contained herein or as otherwise customary for the underwriters. In such event the right of any Every selling Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in a party to such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent agreement, provided herein. All Holders proposing to distribute their securities through that under such underwriting agreement: (i) each selling Holder shall (together not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and title to the Registrable Securities, any written information specifically provided by such selling Holder for inclusion in the Registration Statement and its intended method of distribution, and (ii) any liability of such selling Holder to any underwriter or other holders distributing their securities through Person under such underwritingunderwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such selling Holder upon the sale of Registrable Securities pursuant to such Registration Statement (after deducting underwriters’ discounts and commissions) and in no event shall relate to anything other than information about such selling Holder specifically provided by e& for use in the Registration Statement and prospectus and shall otherwise contain ​ ​ terms no less advantageous to such selling Holders than those provided in Section 11 (the above clauses (i) and (ii) collectively, the “Acceptable Terms”). (b) In the case of an underwritten offering in which a Holder participates pursuant to a Piggyback Registration, if the Company shall have determined to enter into an underwriting agreement Underwriting Agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation all of the number of shares to be underwritten, the managing underwriter may limit the selling Holders’ Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to any such limitation vis-a-vis Underwriting Agreement (provided such Underwriting Agreement reflects the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, Acceptable Terms (as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requiredefined above)).

Underwritten Offerings. If (a) If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to Section 3.1the other Holders described in Sections 2.1 and 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 Initiating Holders representing a majority in voting power of the Registrable Securities) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of nationally recognized standing selected for such underwriting by the Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders, which shall be reasonably acceptable to the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered and the general condition of the market) require a limitation of the number of shares Equity Securities to be underwritten, the managing underwriter underwriters may limit exclude some of the Registrable Securities to be included in such registration, it being understood that from the shares proposed to sold by underwriting if so justified after excluding all other Equity Securities from the Company in such underwriting shall be given priority and shall not be subject to any such underwriting. If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at would otherwise be entitled to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 3.1 except Section 3.1 (i), the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter selected such underwriters for such underwriting offering, such agreement to be reasonably satisfactory in substance and form to each Holder of Registrable Securities being registered, the Company and the underwriters and to contain such representations and warranties by the Company. The foregoing shall includeCompany and each such Holder and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3.6. Each such powers Holder of attorney Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and escrow will give consideration to the reasonable requests of the Company regarding the form thereof, provided, that nothing herein contained shall diminish the foregoing obligations of the Company. Any such Holder shall not be required to make any representations or warranties to or agreements as with the Company or the underwriters may require. Notwithstanding other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities and other securities of the Company, such Holder's intended method of distribution, and any other provision representations, warranties or agreements required by law. (b) If the Company at any time proposes to register any of Article IIIits securities under the Securities Act as contemplated by Section 3.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Registrable Securities as provided in Section 3.2 and subject to the managing underwriter determines that marketing factors require a limitation provisions of the number of shares Section 3.2(b), arrange for such underwriters to be underwritten, the managing underwriter may limit include all the Registrable Securities to be included in such registration, it being understood that the shares proposed to offered and sold by such Holder owning the securities to be distributed by such underwriters. In such event, the Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company in and such underwriting shall be given priority and underwriters. Any such Holder shall not be subject required to make any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, representations or warranties to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance or agreements with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or the underwriters other than representations, warranties or agreements regarding such underwritersHolder, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date Holder's Registrable Securities or other securities of the registration statement relating thereto as the underwriters may requireCompany, such Holder's intended method of distribution and any representations, warranties or agreements required by law.

Underwritten Offerings. If the registration intended method of which distributing the Company gives notice is for Underlying Shares and/or Restricted Shares to be included in a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 7.3 or Section 7.5 is an underwritten public offering, then the Company shall be conditioned upon select the managing underwriter(s) for such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities offering, subject in the underwriting case of a registration pursuant to Section 7.3 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation written consent of the number Holders of shares to be underwritten, at least a majority of the managing underwriter may limit the Registrable Securities Underlying Shares and/or Restricted Shares to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and which consent shall not be subject unreasonably withheld. Each Holder of Underlying Shares and/or Restricted Shares to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in a registration pursuant to Section 7.3 or Section 7.5 which is an underwritten public offering shall enter into an underwriting agreement, custody agreement and power of attorney in such forms as the managing underwriter(s) and the Company shall reasonably request, which shall in no event contain indemnity or contribution provisions inconsistent with the provisions of Section 7.8, provided that in the case of a registration pursuant to Section 7.3 such agreements and underwriting shall be allocated among all Holders documents are in customary form and such other holders in proportion, as nearly as practicable, substance or reasonably acceptable to the respective amounts Holders of Registrable Securities held by such Holders and such other holders at the time a majority of filing the registration statementsaid Underlying Shares and/or Restricted Shares. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Each Holder to the nearest 100 shares. 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. The Registrable Securities so excluded Warrants or withdrawn Restricted Shares shall also be excluded refrain from selling Warrants or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable Restricted Shares for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such a period of time before and after (not to exceed thirty (30) 90 days before and one hundred eighty (180) days after) from the effective date of the registration statement relating thereto public offering or if such offering is an underwritten distribution such longer period, not to exceed 180 days, as the underwriters may requiremanaging underwriter in such registration shall have determined to be necessary or desirable in light of then current market conditions, any Underlying Shares or Restricted Shares which are not included in registration pursuant to Section 7.3 or Section 7.5.

Underwritten Offerings. If the a registration of statement under which the Company gives notice under Section 7.3 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise notify the Holders as a part of the written notice given pursuant to Section 3.1Purchaser. In such event event, the right of any Holder of the Purchaser's Registrable Securities to be included in a registration pursuant to this Section 3.1 6 shall be conditioned upon such Holder’s the Purchaser's participation in such underwriting and the inclusion of such Holder’s the Purchaser's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If the Purchaser is entitled to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities its Registrable Securities through such underwriting) , the Purchaser shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may requireunderwriting. Notwithstanding any other provision of Article IIIthis 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 underwriter(s) may limit the Registrable Securities to be included in such registration, it being understood that the exclude shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the (including Registrable Securities. The Company shall so advise all Holders ) from the registration and other holders distributing their securities through such the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated among all Holders and such other holders in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to the Purchaser, and the other selling shareholders each in proportion to their number of Shares they respectively propose to include in the Offering, provide however, that the right of the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that the number of Registrable Securities held by included in any such Holders and such other holders at registration is not reduced below twenty five (25%) of the time of filing Shares initially proposed to be included in the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesregistration. If any Holder the Purchaser disapproves of the terms of any such underwriting, such Holder the Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without excluded and withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireregistration.

Underwritten Offerings. If (i) Any one or more Lenders holding a thirty-three percent (33%) of the registration Registrable Securities outstanding at any given time may request to sell all or any portion of which their Registrable Securities in an underwritten offering that is registered pursuant to a Registration Statement (each, an “Underwritten Offering”); provided, however, that the Lenders, in the aggregate, will be entitled to make a demand for a total of only two (2) Underwritten Offerings during the term of this Agreement and only if the proceeds from the sale of Registrable Securities in any such Underwritten Offering (before the deduction of underwriting discounts) are reasonably expected to exceed, in the aggregate, $10 million. At the request of such Lenders, the plan of distribution for the Underwritten Offerings shall include a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company gives notice is for and the underwriters over a registered public offering involving an underwritingperiod not to exceed 24 hours (a “Marketed Underwritten Offering”). Subject to the other limitations contained in this Agreement, the Company shall so advise not be obligated hereunder to effect an Underwritten Offering within ninety (90) days after the Holders closing of an Underwritten Offering. If an Underwritten Offering is not a Marketed Underwritten Offering, the Company and its management will not be required to participate in a roadshow or other marketing effort. For the avoidance of doubt, an Underwritten Offering shall not include an “at the market” program. (ii) The request (a “Demand Request”) for an Underwritten Offering shall be made by the Lender or Lenders making such request (the “Requesting Lender”) by giving written notice to the Company. The Demand Request shall specify the approximate number of Registrable Securities to be sold in such Underwritten Offering and the expected price range of securities to be sold in such Underwritten Offering. Within ten (10) Business Days after receipt of any Demand Request, the Company shall send written notice of such requested Underwritten Offering to all other Lenders (“Notice”) and 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) Business Days after sending the Notice. (iii) The Company shall select one or more nationally prominent firms of investment bankers reasonably acceptable to the Participating Majority to act as the managing underwriter or underwriters in connection with such Underwritten Offering. The “Participating Majority” shall mean, with respect to an Underwritten Offering, the Lenders holding a part majority of the written notice given pursuant Registrable Securities requested to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation included in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided hereinUnderwritten Offering. All Holders Lenders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with such underwriter or underwriters and complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the managing underwriter selected for terms of such underwriting agreement as reasonably requested by the Company. The foregoing shall include, without limitation, Company will use its commercially reasonable efforts to cause members of senior management to cooperate with the underwriter(s) in connection with an Underwritten Offering and make themselves available to participate in the marketing process in connection with such powers of attorney and escrow agreements Underwritten Offering as the underwriters may require. Notwithstanding any other provision of Article III, if requested by the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, underwriter(s) and providing such additional information reasonably requested by the managing underwriter may limit the Registrable Securities to be included underwriter(s) (in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, addition to the respective amounts of Registrable Securities held minimum information required by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionslaw, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded rule or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold regulation) in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not prospectus relating to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirean Underwritten Offering.

Underwritten Offerings. 3.3.1 If the Corporation at any time proposes to register any of its securities under the Securities Act as contemplated by Section 3.1 and such securities are to be distributed by or through one or more underwriters, the Corporation will use its best efforts, if requested by any holder of Registrable Piggyback Shares who requests incidental registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given Registrable Piggyback Shares in connection therewith pursuant to Section 3.1, to arrange for such underwriters to include the Registrable Piggyback Shares to be offered and sold by such holder among the securities to be distributed by or through such underwriters, provided that, for purposes of this sentence, best efforts shall not require the Corporation to reduce the amount or sale price of such securities proposed to be distributed by or through such underwriters. In The holders of Registrable Piggyback Shares to be distributed by such event underwriters shall be parties to the right underwriting agreement between the Corporation and such underwriters and the representations and warranties by, and the other agreements on the part of, the Corporation to and for the benefit of such underwriters, shall also be made to and for the benefit of such holders of Registrable Piggyback Shares, and the Corporation will cooperate with such holders of Registrable Piggyback Shares under such underwriting agreement, which shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise reasonably satisfactory to such holders. Such holders of Registrable Piggyback Shares shall not be required by the Corporation to make any Holder representations or warranties to or agreements with the Corporation or the underwriters other than reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such holder, such holder's Registrable Piggyback Shares and such holder's intended method or methods of distribution and any other representation required by law. (i) If any registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and connection with an underwritten public offering, each holder of Registrable Piggyback Shares agrees, if so required by the inclusion managing underwriter, not to effect any public sale or distribution of Registrable Piggyback Shares or other Stock (other than as part of such Holder’s Registrable Securities in the underwriting underwritten public offering) within twenty (20) days prior to the extent provided herein. All Holders proposing effective date of such registration statement or ninety (90) days (or such longer period, up to distribute their securities through such underwriting shall one hundred eighty (together with the Company and the other holders distributing their securities through such underwriting180) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includedays, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit require) after the Registrable Securities to be included in effective date of such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated . (ii) The Corporation agrees not to effect any Holder to the nearest 100 shares. If any Holder disapproves of the terms private or public sale or distribution of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded of its equity securities or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without of such securities during the prior written consent of the Company or such underwriters, for such period of time before and after seven (not to exceed thirty (307) days before prior to and one hundred eighty during the ninety (18090) days after) day period beginning on the effective date on which any underwritten registration has become effective, except as part of such underwritten registration and except pursuant to registrations on Form S-8 or Form S-4 or any successor thereto or pursuant to the registration statement relating thereto as the underwriters may requireexercise of already outstanding options.

Underwritten Offerings. If (i) In the registration case of which an underwritten offering by the Company gives notice is for a registered public offering involving an underwritingof securities, the Company shall so advise Holders shall, with respect to Registrable Securities that the Holders as a part of the written notice given pursuant then desire to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) sell, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting same underwriters engaged by the Company with respect to securities being offered by the Company. The foregoing , and the Company shall include, without limitation, cause such powers underwriters to include in any such underwriting all of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed Stockholder then desires to sold by sell, subject to paragraph (ii) below; provided, however , that such underwriting agreement is in substantially the same form as the underwriting agreement that the Company enters into in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance connection with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesprimary offering it is making. If any Holder the Stockholder disapproves of the terms of any such underwriting, such Holder the Stockholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company shall not be required to include in such registration statement, the Registrable Securities held by any Holder that does not accept and neither agree to the terms of the underwriters selected by the Company, including the execution and delivery of an underwriting agreement in the same form requested by such underwriters for any other selling shareholders selling shares pursuant to such registration statement. (ii) If the Company decides, based on the advice of the managing underwriter with respect to such underwritten offering, that the number of Registrable Securities to be offered by the Company, the Holders and all other selling security holders be reduced because of market conditions or because the offering would be materially and adversely affected, then the Company will so notify the Holders in writing and such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold reduced pro rata by such amount as the managing underwriter may determine. The number of shares of securities that are entitled to be included in any public sale or other distribution, without the prior written consent of registration and underwriting shall be allocated first to the Company or for securities being sold on its own account and as required by any other registration rights agreement entered into prior to the date hereof; second, to the extent available, the Registrable Securities that the Holders have requested to be included therein; and third, to the extent available, among any other selling security holders, as nearly as possible pro rata based on the number of securities such underwriters, for such period of time before and after (not selling security holders have requested to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirebe included therein.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise enter into a customary underwriting agreement with the Holders underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Representative and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by a selling Holder for inclusion in the registration statement. No Holder shall be required to Section 3.1. In make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such event Holder, its ownership of and title to the right Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Any Holder participating in such registration may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No 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 Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. If (a) At the registration request (an “Underwriting Request”) of which the Company gives notice is for Holders of at least a registered public offering involving an underwritingmajority of the then outstanding Registrable Securities (the “Requesting Stockholders”), the Company shall so advise the Holders as a part distribution of the written notice given Registrable Securities covered by a Registration Statement filed or to be filed pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 2 hereof shall be conditioned upon such Holder’s participation in such underwriting and effected by means of an underwriting. (b) In the inclusion event of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All an Underwriting Request, Company, together with all Holders proposing to distribute their securities through such underwriting (the “Participating Stockholders”), shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriter(s) selected for such underwriting by the Requesting Stockholders, which underwriter(s) shall be reasonably acceptable to Company. The foregoing ; provided, however, that no Holder shall includebe required to make any representations or warranties concerning Company or its business, without limitationproperties, such powers of attorney and escrow agreements as the underwriters may requireprospects, financial condition or related matters. Notwithstanding any other provision of Article IIIthis Section 3, if the managing underwriter determines underwriter(s) advises Company and the Participating Stockholders in writing that because the number of shares requested by the Participating Stockholders to be included in the registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Requesting Stockholders or that marketing factors require a limitation of the number of shares to be underwrittenunderwritten on behalf of the Participating Stockholders (the “Underwritten Registration Cutback”), the managing underwriter may limit and such Underwritten Registration Cutback results in less than all of the Registrable Securities of the Participating Stockholders that are requested to be included in such registration to actually be included in such registration, it being understood that the shares proposed to sold by the then Company will include in such underwriting shall be given priority and shall not be subject registration, to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and extent of the number of shares which Company is so advised can be sold in (or during the time of) such offering without such interference or effect on the price or sale, such number of Registrable Securities that may be included in the registration and underwriting shall be allocated shared pro rata among all Holders and such other holders in proportion, as nearly as practicable, to of the respective amounts Participating Stockholders based on the total number of Registrable Securities held by each such Holders and such other holders at Participating Stockholder. For the time avoidance of filing the registration statement. To facilitate the allocation of doubt, Company shall not sell shares in accordance any underwritten offering in connection with a Registration Statement filed pursuant to Section 2 in the event of an Underwritten Registration Cutback. (c) In the event of an Underwriting Request, in addition to and not in limitation of the requirements of Section 4 below, Company shall: (i) cooperate with the above provisionsParticipating Stockholders, the Company may round underwriters participating in the number of shares allocated to offering and their counsel in any Holder due diligence investigation reasonably requested by the Participating Stockholders or the underwriters in connection therewith, and participate, to the nearest 100 shares. If any Holder disapproves extent reasonably requested by the Participating Stockholders and the underwriter for the offering, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in “roadshow” meetings with prospective investors) that would be customary for underwritten primary offerings of the terms a comparable amount of any such underwritingequity securities by Company; (ii) cooperate, such Holder may elect to withdraw therefrom by written notice to the Company and extent reasonably requested, with each underwriter participating in the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither disposition of such Registrable Securities nor and their respective counsel in connection with any securities convertible into or exchangeable or exercisable for Common Stock shall filings required to be sold in made with each Trading Market; (iii) afford the underwriters and any public sale or other distribution, without the prior written consent Participating Stockholder owning at least 25% of the Company or such underwriters, for such period of time before and after (not Registrable Securities being included in the Registration Statement with the opportunity to exceed thirty (30) days before and one hundred eighty (180) days after) participate in the effective date drafting of the registration statement and the documentation relating thereto thereto; (iv) furnish, on the date on which such Registrable Securities are sold to the underwriter, (A) an opinion, dated such date, of the counsel representing Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (B) a “comfort” letter dated such date, from the independent certified public accountants of Company, in form and substance as is customarily given by independent certified public accountants to underwriters may requirein an underwritten public offering, addressed to the underwriters; and (v) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to the Initiating Holders and the Company and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by a selling Holder for inclusion in the registration statement. No Holder shall be required to Section 3.1. In make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such event Holder, its ownership of and title to the right Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. Such underwriting agreement shall be satisfactory in form and substance to the Company. Any Holder participating in such registration shall, at the request of the Company, be a party to such underwriting agreement. Any Holder may, at its option, require that any such limitation vis-a-vis or all of the Registrable Securities. The Company shall so advise all Holders representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No 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 Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. If requested by the underwriters for any offering by Holders of Call Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter selected such underwriters for such underwriting offering, such agreement to be satisfactory in substance and form to the Company, to Holders of more than 50% of the Call Securities included in such registration and the underwriters and to contain such representations and warranties by the Company. The foregoing shall includeCompany and such other terms as are generally prevailing in agreements of this type, including, without limitation, such powers of attorney indemnities to the effect and escrow agreements as to the underwriters may requireextent provided in Section 2.6. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation The Holders of the number of shares to be underwritten, the managing underwriter may limit the Registrable Call Securities to be included in such registration, it being understood that the shares proposed to sold by will cooperate with the Company in such the negotiation of the underwriting shall be given priority agreement and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, will give consideration to the respective amounts reasonable requests of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round regarding the number of shares allocated to any Holder to form thereof, provided that nothing herein contained shall diminish the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent foregoing obligations of the Company or rights of such underwritersHolders. The Holders of Call Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date at their option, require that any or all of the registration statement relating thereto representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Call Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders of Call Securities. Other than as required under Section 2.3 hereof, any such Holder of Call Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters may requireother than representations, warranties or agreements typical in an offering of this type, including those regarding such Holder, such Holder's Call Securities, and such Holder's intended method of distribution, any other information supplied by such Holder to the Company for use in the Registration Statement and any other representation required by law.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty ninety (18090) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If If, in connection with a request to register Registrable Securities under Section 2.1 or Section 2.2, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to Section 3.1the other Holders described in Sections 2.1 and 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s Qualified IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such registrationoffering are those of the Company), it being understood that the shares proposed or (ii) otherwise exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation visseventy-a-vis five percent (75%) of the Registrable Securities. The Company shall Securities requested to be registered but only after first excluding all other Equity Securities from the Registration and underwriting and so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of Holders is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders and to be included, provided that if, as a result of such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsunderwriter cutback, the Company may round Holders cannot include in the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves initial public offering all of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn that they have requested to be included therein, then such Registration shall also not be deemed to constitute one (1) of the three (3) demand Registrations to which the Holders are entitled pursuant to Section 2.1. Any Registrable Securities excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If If, in connection with a request to Register the registration of which the Company gives notice is for a registered public offering involving an underwritingRegistrable Securities under Section 9.1, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.19.1. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting by underwritten offering the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such Registration and reasonably acceptable to the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines underwriter(s) advise the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 9.1, it being understood that the shares proposed underwriters may exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation visseventy-a-vis five percent (75%) of the Registrable SecuritiesSecurities requested to be Registered but only after first excluding all Equity Securities other than Registrable Securities from the Registration and underwritten offering. The Company shall so advise all Holders and other holders distributing their securities through such underwritingAmong Registrable Securities requested to be Registered, and the number of shares of Registrable Securities that may be included in the registration Registration and underwriting underwritten offering shall be allocated among all Holders and such other the holders of all Registrable Securities requested to be Registered in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesholders. If any Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after underwriters delivered at least ten (not to exceed thirty (3010) days before and one hundred eighty (180) days after) prior to the effective date of the registration statement relating thereto as Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the underwriters may requireRegistration.

Underwritten Offerings. (i) In the event of an Underwritten Offering, Gambro promptly shall select the underwriter(s) as well as counsel for the underwriter(s), provided that the same are reasonably acceptable to the Company. (ii) If requested by the registration of which the Company gives notice is managing underwriter(s) for a registered public offering involving an underwritingUnderwritten Offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement with such underwriter(s) for such Underwritten Offering, in customary form with and substance reasonably satisfactory to the Company, Gambro and the underwriter(s). Such agreement shall contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type. Gambro and any applicable Selling Affiliates shall enter into such underwriting agreement at the request of the Company, which agreement shall contain such reasonable representations and warranties by Gambro and such Selling Affiliates, and such other reasonable terms as are generally prevailing in agreements of that type. (iii) In the event of a sale of the Registrable Securities in an Underwritten Offering, the Company shall agree, and it shall cause its executive officers and directors to agree, if requested by the managing underwriter selected for or underwriters in such underwriting by the Company. The foregoing shall includeUnderwritten Offering not to effect any sale or distribution (including any offer to sell, without limitationcontract to sell, such powers short sale or any option to purchase) of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines securities that marketing factors require a limitation are of the number of shares to be underwrittensame type as those being registered in connection with such public offering and sale, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distributionsuch securities, without during the prior written consent of the Company period beginning five days before, and ending 90 days (or such lesser period as may be permitted by the managing underwriter or underwriters) after, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the Registration Statement filed in connection with such registration statement relating thereto as (or, if later, the date of the Prospectus), to the extent timely notified in writing by the managing underwriter or underwriters. The Company also agrees to execute an agreement evidencing the restrictions in this Section 2(c)(iii) in customary form, which form is reasonably satisfactory to the Company and the underwriter(s); provided, that such restrictions alternatively may be included in the underwriting agreement. The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period. (iv) If the managing underwriter or underwriters of a proposed Underwritten Offering of Registrable Securities inform(s) Gambro in writing that, in its or their opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such registration shall be reduced to the maximum number recommended by the managing underwriter or underwriter; provided, that Gambro may requirenotify the Company in writing that the Registration Statement shall be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement. In the event Gambro notifies the Company that such Registration Statement shall be abandoned or withdrawn, Gambro and its Selling Affiliates shall not be deemed to have requested a Demand Registration pursuant to this Section 2.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.12.1. In such event the right of any Holder to registration pursuant to Section 3.1 2.1 shall be conditioned (i) upon such Holder’s participation in such underwriting on the basis provided in any such underwriting arrangements approved by the Company; (ii) the Holder’s completion and execution of all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement; and (iii) and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIII, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If (i) In the registration case of which an underwritten offering by the Company gives notice is for a registered public offering involving an underwritingof securities, the Company shall so advise the Holders as a part of the written notice given pursuant each Holder shall, with respect to Section 3.1. In Securities that such event the right of any Holder then desires to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) sell, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting same underwriters engaged by the Company with respect to securities being offered by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number Company shall cause such underwriters to include in any such underwriting all of shares of Registrable the Securities that may be included a Holder then desires to sell; provided, however, that such underwriting agreement is in substantially the registration and same form as the underwriting shall be allocated among all Holders and such other holders agreement that the Company enters into in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance connection with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesprimary offering it is making. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from such underwriting shall be withdrawn from such registration. (ii) If the Company decides, based on the advice of the managing underwriter with respect to such underwritten offering, that the number of Securities to be offered by selling security holders be reduced because in the judgment of the managing underwriters the offering would be materially and adversely affected, then the Company will so notify the selling security holders in writing and such Securities shall be reduced by such amount as the managing underwriter may determine, which reduced number of Securities shall be included in the offering selected, first from the Company, second among any selling security holders other than the Holders, as nearly as possible pro rata based on the number of Securities such selling security holders have requested to be included therein, and neither third, to the extent available, from the Holders participating in such offering, as nearly as possible pro rata based on the number of Registrable Securities nor such Holders have requested to be included therein. Notwithstanding the foregoing, the Registrable Securities to be sold by the Holders shall not be reduced below ten percent (10%) of the total amount of securities included in such registration and any securities convertible into or exchangeable or exercisable for Common Stock reduction of Registrable Securities to be sold by the Holders shall be sold in any public sale or other distribution, without as nearly as possible pro rata based on the prior written consent number of the Company or Registrable Securities such underwriters, for such period of time before and after (not Holders have requested to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirebe included therein.

Underwritten Offerings. (A) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the one or more Holders as a part of the written notice given pursuant proposes to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s sell Registrable Securities in the underwriting a underwritten offering pursuant to the extent provided hereinShelf Registration Statement, such Holder or Holders may request the Company in writing to effect such underwritten offering by supplement or amendment to the Shelf Registration Statement, stating the number of Registrable Securities proposed to be sold. All The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters for the offering. (B) Any underwritten offering requested pursuant to this Section 3(a)(iv) shall be underwritten by two co-bookrunning managing underwriters. The Holders shall have the right to select one co-bookrunning managing underwriter selected and the Company shall have the right to select a second co-bookrunning managing underwriter (together, the "Shelf Underwriters"). (C) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect an offering pursuant to this Section 3(a)(iv) during any Transaction Delay Period (as defined below) if, immediately following the Company's receipt of a request from a Holder to effect an offering pursuant to this Section 3(a)(iv), the Company furnishes such Holder with a certificate signed by an executive officer of the Company (a "Transaction Delay Notice") to the effect that the Company (i) prior to the Company's receipt of such request, had commenced preparations for such underwriting by the filing of a registration statement pertaining to a public offering of securities of the Company for the account of the Company or (ii) has determined in good faith that an offering pursuant to Section 3(a)(iv) would likely materially interfere with a potential contemplated material financing, acquisition, disposition, corporate reorganization or merger or other similar transaction involving the Company. Any "Transaction Delay Period" shall be the period commencing on the day the Company furnishes a Transaction Delay Notice and continuing until the date specified in the Transaction Delay Notice; provided, however, that the Transaction Delay Period shall not exceed (i) in the case of a Transaction Delay Notice furnished in the first year after the Closing Date, a period of forty-five (45) days or (ii) in the case of a Transaction Delay Notice furnished after the first anniversary of the Closing Date, a period of ninety (90) days. The foregoing Company may deliver no more than two (2) Transaction Delay Notices in any twelve-month period, and the aggregate duration of all Transaction Delay Periods, combined with any Deferral Periods pursuant to Section 3(a)(v) below, shall includenot exceed (i) sixty (60) days in the first year after the Closing Date or (ii) one hundred and twenty (120) days in any twelve (12) month period after the first anniversary of the Closing Date. (D) The Company shall not be obligated to (i) effect more than two offerings pursuant to this Section 3(a)(iv), without limitationor (ii) effect any offering pursuant to this Section 3(a)(iv) involving less than One Million (1,000,000) Registrable Securities. An offering requested pursuant to this Section 3(a)(iv) shall not be deemed to have been effected for purposes of this Section 3(a)(iv)(D), unless (1) the Shelf Registration Statement remains effective for a period of at least forty-five (45) days after commencement of the offering, and (2) the offering is not subject to any stop order or requirement of the SEC during the period specified in clause (1) above (other than any such powers stop order, injunction, or other requirement of attorney and escrow agreements as the underwriters may require. Notwithstanding SEC prompted by any act or omission of Holders of Registrable Securities). (E) If in an underwritten offering requested pursuant to this Section 3(a)(iv), either Shelf Underwriter (after consultation with the other provision of Article IIIShelf Underwriter) reasonably advises the Company in writing that, if the managing underwriter determines that marketing factors require a limitation of in its opinion, the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities requested to be included in such registration, it being understood offering exceeds the number that the shares proposed to can be sold by the Company in such underwriting offering at a price reasonably related to the then current market value of such securities, there shall be given priority and shall not be subject to any included in such limitation vis-a-vis offering only the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that such Shelf Underwriter so advises may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, sold at a price reasonably related to the respective amounts then current market value of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requiresecurities.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by Coeur pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise enter into a customary underwriting agreement with the Holders underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to Coeur and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Coeur shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of Coeur and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of Coeur; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by Coeur for inclusion in the registration statement. Coeur shall not be required to Section 3.1. make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding Coeur, its ownership of and its title to the Registrable Securities and its intended method of distribution; and any liability of Coeur to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In such event the right case of any Holder to a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securitiesunderwriting agreement. The Company shall so advise holders participating in the registration (“Participating Holders”) may, at their option, require that any or all Holders of the representations and other holders distributing their securities through such underwritingwarranties by, and the number other agreements on the part of, the Company to and for the benefit of shares such underwriters shall also be made to and for the benefit of the Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Participating Holders. No Participating 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 Participating Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of a Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that may it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and no Holder may participate in such registration unless such Holder agrees to sell its securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registrationnecessary to register such Holder’s securities; provided, and neither that no Holder need execute such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold agreements unless all other persons participating in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireoffering execute agreements with substantially similar terms.

Underwritten Offerings. If the any registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to this Section 8 shall be underwritten in whole or in part, the Company shall so advise may require that the Holders as a part of the written notice given Registrable Shares requested for inclusion pursuant to this Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may 8 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If an offering covered by a request for registration under this Section 8 is underwritten in whole or in part and underwriting shall the managing underwriter of such offering determines in good faith that the total number of securities proposed to be allocated among all Holders and sold in such other holders in proportion, as nearly as practicable, offering exceeds the maximum number of securities which can be marketed at a price reasonably related to the respective amounts then current market value of Registrable Securities held by such Holders securities and without materially and adversely affecting such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsoffering, the Company may round then the number of shares allocated securities to any Holder be sold by each prospective seller (including the Company) in the offering shall be reduced as follows: first, the number of securities proposed to be registered by persons other than the Company having no registration rights shall be reduced, pro rata, to zero, if necessary; second, the number of securities proposed to be registered for sale by the Company (if the Company is not the initiator of the registration) shall be reduced to zero, if necessary; third, the number of Registrable Shares and other securities having similar incidental registration rights proposed to be registered pursuant to this Section 8 or pursuant to the nearest 100 shares. If any Holder disapproves exercise of such similar registration rights shall be reduced, pro rata, to zero, if necessary; and fourth, the number of securities proposed to be registered by the Company (if the Company is the initiator of the terms of registration) or by any other persons requesting such underwriting, such Holder may elect to withdraw therefrom by written notice registration pursuant to the exercise of demand registration rights (if the Company and is not the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from initiator of the registration), and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any reduced, pro rata. Those Registrable Shares which are thus excluded from the underwritten public sale or other distributionoffering shall be withheld from the market by the holders thereof for a period, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) 90 days, which the effective date of managing underwriter reasonably determines is necessary in order to effect the registration statement relating thereto as the underwriters may requireunderwritten public offering.

Underwritten Offerings. If the registration of which the Company gives notice is for If, in connection with a registered public offering involving an underwritingrequest to Register Registrable Securities under Section 2.1, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to Section 3.1the other Holders described in Sections 2.1. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 Initiating Holders and such Holder) to the extent provided herein. . All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included underwritten in such registrationa Registration pursuant to Section 2.1, it being understood that the shares proposed underwriters may exclude up to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis 70% of the Registrable Securities. The Company shall Securities requested to be Registered but only after excluding all other Equity Securities from the Registration and underwriting and so advise all Holders and other holders distributing their securities through such underwriting, and long as the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be Registration on behalf of Holders is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders and to be included, provided that if, as a result of such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsunderwriter cutback, the Company may round Holders cannot include in the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves initial public offering all of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn that they have requested to be included therein, then such Registration shall also not be deemed to constitute one of the five demand Registrations to which the Holders are entitled pursuant to Section 2.1. Any Registrable Securities excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 4.2.2, the Company shall so advise enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and the Company and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a part selling Holder for inclusion in the registration statement. No 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 Holder, its ownership of and title to the written notice given pursuant to Section 3.1. In Registrable Securities and its intended method of distribution; and any liability of such event the right of any Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In the case of a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 4.2.3, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to such underwriting agreement. No 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 limitation vis-a-vis Holder, its ownership of and title to the Registrable Securities. The Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (c) In the case of any registration under Section 4.2.2 pursuant to an underwritten offering, or, in the case of a registration under Section 4.2.3, if the Company shall so advise has determined to enter into an underwriting agreement in connection therewith, all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement, subject to the provisions to Sections 4.2.7(a) and 4.2.7(b) hereof, and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 4.2.7, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. If If, in connection with a request to Register the registration of which the Company gives notice is for a registered public offering involving an underwritingRegistrable Securities under Section 2.1 or Section 2.2, the Company Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Holders Cayman Company as a part of the request, and the Cayman Company shall include such information in the written notice given pursuant to other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering (unless otherwise agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected for such underwriting underwritten offering by the Company. The foregoing shall include, without limitation, Cayman Company and reasonably acceptable to the Holders of a majority voting power of all Registrable Securities proposed to be included in such powers of attorney and escrow agreements as the underwriters may requireRegistration. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Cayman Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares Registrable Securities to be underwrittenunderwritten in a Registration pursuant to Section 2.1 or Section 2.2, the managing underwriter underwriters may limit exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Cayman Company) from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be Registration is allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such the Holders to be included; provided that the Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Cayman Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such other holders withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, such Holder may elect to withdraw therefrom by written notice to the Cayman Company and the underwriters delivered at least ten (10) days prior to the time effective date of filing the registration statementRegistration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Cayman Company or the underwriters may round the number of shares allocated to any Holder the Investor to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180100) days after) the effective date of the registration statement relating thereto as the underwriters may requireshares.

Underwritten Offerings. If (a) In the registration event of an underwritten offering in which the Company gives notice is for a registered public offering involving an underwritingHolder participates pursuant to a Demand Registration or a Shelf Registration, the Company shall so advise enter into a customary Underwriting Agreement with the Holders underwriters. Such Underwriting Agreement shall (i) be satisfactory in form and substance to e&, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as a part are generally prevailing in agreements of that type, including indemnities and contribution agreements on substantially the written notice given pursuant to Section 3.1same terms as those contained herein or as otherwise customary for the underwriters. In such event the right of any Every selling Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in a party to such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent agreement, provided herein. All Holders proposing to distribute their securities through that under such underwriting agreement: (i) each selling Holder shall (together not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and title to the Registrable Securities, any written information specifically provided by such selling Holder for inclusion in the Registration Statement and its intended method of distribution, and (ii) any liability of such selling Holder to any underwriter or other holders distributing their securities through Person under such underwritingunderwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such selling Holder upon the sale of Registrable Securities pursuant to such Registration Statement (after deducting underwriters’ discounts and commissions) and in no event shall relate to anything other than information about such selling Holder specifically provided by e& for use in the Registration Statement and prospectus and shall otherwise contain terms no less advantageous to such selling Holders than those provided in Section 11 (the above clauses (i) and (ii) collectively, the “Acceptable Terms”). (b) In the case of an underwritten offering in which a Holder participates pursuant to a Piggyback Registration, if the Company shall have determined to enter into an underwriting agreement Underwriting Agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation all of the number of shares to be underwritten, the managing underwriter may limit the selling Holders’ Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting registration shall be given priority and shall not be subject to any such limitation vis-a-vis Underwriting Agreement (provided such Underwriting Agreement reflects the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, Acceptable Terms (as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requiredefined above)).

Underwritten Offerings. If the registration of for which the Company gives notice pursuant to Section 2.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders CES as a part of the written notice given pursuant to Section 3.12.1. In such event event, (i) the right of any Holder CES to include its Conversion Shares in such registration pursuant to this Section 3.1 2 shall be conditioned upon such Holder’s CES's participation in such underwriting on the terms set forth therein and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting herein and (ii) CES shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such the underwriting by the Company. The foregoing shall includeIf CES disapproves of the terms of the underwriting, without limitationCES may elect, by written notice to the Company, to withdraw its shares from such powers of attorney registration statement and escrow agreements as the underwriters may requireunderwriting. Notwithstanding any other provision of Article III, if If the managing underwriter determines advises the Company in writing that in its good faith determination marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities shares to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority allocated, first to the Company, second, to each of the holders of demand or automatic registration rights and shall not be subject third, to any such limitation vis-a-vis each of the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the piggyback or similar registration and underwriting shall be allocated among all Holders and such other holders rights who request registration including CES in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities shares of Common Stock (on an as-converted basis) held by them on the date the Company gives notice to such Holders and such other holders at the time of filing the its intent to file a registration statement. To facilitate the allocation of If any such holder entitled to be included in such registration statement would thus be entitled to include more shares in accordance with the above provisionsthan such holder requested to be registered, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock excess shall be sold allocated among other requesting holders pro rata in any public sale or other distribution, without the prior written consent of manner described in the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirepreceding sentence.

Underwritten Offerings. (A) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the one or more Holders as a part of the written notice given pursuant proposes to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s sell Registrable Securities in the underwriting a underwritten offering pursuant to the extent provided hereinShelf Registration Statement, such Holder or Holders may request the Company in writing to effect such underwritten offering by supplement or amendment to the Shelf Registration Statement, stating the number of Registrable Securities proposed to be sold. All The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters for the offering. (B) Any underwritten offering requested pursuant to this Section 3(a)(iv) shall be underwritten by two co-bookrunning managing underwriters. The Holders shall have the right to select one co-bookrunning managing underwriter selected and the Company shall have the right to select a second co-bookrunning managing underwriter (together, the “Shelf Underwriters”). (C) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect an offering pursuant to this Section 3(a)(iv) during any Transaction Delay Period (as defined below) if, immediately following the Company’s receipt of a request from a Holder to effect an offering pursuant to this Section 3(a)(iv), the Company furnishes such Holder with a certificate signed by an executive officer of the Company (a “Transaction Delay Notice”) to the effect that the Company (i) prior to the Company’s receipt of such request, had commenced preparations for such underwriting by the filing of a registration statement pertaining to a public offering of securities of the Company for the account of the Company or (ii) has determined in good faith that an offering pursuant to Section 3(a)(iv) would likely materially interfere with a potential contemplated material financing, acquisition, disposition, corporate reorganization or merger or other similar transaction involving the Company. Any “Transaction Delay Period” shall be the period commencing on the day the Company furnishes a Transaction Delay Notice and continuing until the date specified in the Transaction Delay Notice; provided, however, that the Transaction Delay Period shall not exceed (i) in the case of a Transaction Delay Notice furnished in the first year after the Closing Date, a period of forty-five (45) days or (ii) in the case of a Transaction Delay Notice furnished after the first anniversary of the Closing Date, a period of ninety (90) days. The foregoing Company may deliver no more than two (2) Transaction Delay Notices in any twelve-month period, and the aggregate duration of all Transaction Delay Periods, combined with any Deferral Periods pursuant to Section 3(a)(v) below, shall includenot exceed (i) sixty (60) days in the first year after the Closing Date or (ii) one hundred and twenty (120) days in any twelve (12) month period after the first anniversary of the Closing Date. (D) The Company shall not be obligated to (i) effect more than two offerings pursuant to this Section 3(a)(iv), without limitationor (ii) effect any offering pursuant to this Section 3(a)(iv) involving less than One Million (1,000,000) Registrable Securities. An offering requested pursuant to this Section 3(a)(iv) shall not be deemed to have been effected for purposes of this Section 3(a)(iv)(D), unless (1) the Shelf Registration Statement remains effective for a period of at least forty-five (45) days after commencement of the offering, and (2) the offering is not subject to any stop order or requirement of the SEC during the period specified in clause (1) above (other than any such powers stop order, injunction, or other requirement of attorney and escrow agreements as the underwriters may require. Notwithstanding SEC prompted by any act or omission of Holders of Registrable Securities). (E) If in an underwritten offering requested pursuant to this Section 3(a)(iv), either Shelf Underwriter (after consultation with the other provision of Article IIIShelf Underwriter) reasonably advises the Company in writing that, if the managing underwriter determines that marketing factors require a limitation of in its opinion, the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities requested to be included in such registration, it being understood offering exceeds the number that the shares proposed to can be sold by the Company in such underwriting offering at a price reasonably related to the then current market value of such securities, there shall be given priority and shall not be subject to any included in such limitation vis-a-vis offering only the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that such Shelf Underwriter so advises may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, sold at a price reasonably related to the respective amounts then current market value of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requiresecurities.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering by Coeur pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise enter into a customary underwriting agreement with the Holders underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to Coeur and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Coeur shall be a part party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of Coeur and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of Coeur; provided, however, that the Company shall not be required to make any representations or warranties with respect to written notice given pursuant information specifically provided by Coeur for inclusion in the registration statement. Coeur shall not be required to Section 3.1. make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding Coeur, its ownership of and its title to the Registrable Securities and its intended method of distribution; and any liability of Coeur to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (b) In such event the right case of any Holder to a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with 2.2, if the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeconnection therewith, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registrationregistration shall be subject to such underwriting agreement. Coeur may, it being understood at its option, require that any or all of the shares proposed to sold by representations and warranties by, and the other agreements on the part of, the Company in to and for the benefit of such underwriters shall also be made to and for the benefit of Coeur and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting shall agreement be given priority and conditions precedent to the obligations of Coeur. Coeur shall not be subject required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding Coeur, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of Coeur to any underwriter or other Person under such limitation vis-a-vis underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the Registrable Securities. The proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. (c) In the case of any registration under Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company shall so advise has determined to enter into an underwriting agreement in connection therewith, all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may to be included in the such registration and underwriting shall be allocated among subject to an underwriting agreement and Coeur may not participate in such registration unless Coeur agrees to sell its securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes and executes all Holders reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn underwriter as may be necessary to register Coeur’s securities; provided, that Coeur shall also not be excluded or withdrawn from registration, and neither required to execute such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold agreements unless all other persons participating in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireoffering execute agreements with substantially similar terms.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 6.1 (a), the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.1. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 the Majority Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The foregoing Company (which underwriter or underwriters shall include, without limitation, such powers of attorney and escrow agreements as be reasonably acceptable to the underwriters may requireMajority Initiating Holders). Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing market factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell Securities pursuant to the Registration) require a limitation of the number of shares Registrable Securities to be underwritten, the managing underwriter underwriters may limit the exclude such number of Registrable Securities to be included in such registrationfrom the underwriting as required, it being understood that but only after excluding all other Securities from the shares proposed to sold by underwriting (including, without limitation, any Securities which the Company may seek to include in such the underwriting shall be given priority and shall not be subject to any such for its own account). If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 6.1 (c), the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at request to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If (i) In the registration case of which an underwritten offering by the Company gives notice is for a registered public offering involving an underwritingof securities, the Company shall so advise the Holders as a part of the written notice given pursuant Stockholder shall, with respect to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in that the underwriting Stockholder then desires to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) sell, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting same underwriters engaged by the Company with respect to securities being offered by the Company. The foregoing , and the Company shall include, without limitation, cause such powers underwriters to include in any such underwriting all of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed Stockholder then desires to sold by sell, subject to paragraph (ii) below; provided, however, that such underwriting agreement is in substantially the same form as the underwriting agreement that the Company enters into in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance connection with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesprimary offering it is making. If any Holder the Stockholder disapproves of the terms of any such underwriting, such Holder the Stockholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company shall not be required to include in such registration statement, the Registrable Securities held by any holder that does not accept and neither agree to the terms of the underwriters selected by the Company, including the execution and delivery of an underwriting agreement in the same form requested by such underwriters for any other selling shareholders selling shares pursuant to such registration statement. (ii) If the Company decides, based on the advice of the managing underwriter with respect to such underwritten offering, that the number of Registrable Securities to be offered by the Company, the Stockholder and all other selling security holders be reduced because of market conditions or because the offering would be materially and adversely affected, then the Company will so notify the Stockholder in writing and such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold reduced by such amount as the managing underwriter may determine. The number of shares of securities that are entitled to be included in any public sale or other distribution, without the prior written consent of registration and underwriting shall be allocated first to the Company or for securities being sold on its own account and as required by any other registration rights agreement entered into prior to the date hereof; second, to the extent available, the Registrable Securities that the Stockholder has requested to be included therein; and third, to the extent available, among any other selling security holders, as nearly as possible pro rata based on the number of securities such underwriters, for such period of time before and after (not selling security holders have requested to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirebe included therein.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1 and Section 2.2. In such event event, the right of any Holder to registration pursuant to Section 3.1 include its Registrable Securities in such Registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The foregoing Company (which underwriter or underwriters shall include, without limitation, such powers be reasonably acceptable to Initiating Holders representing a majority in voting power of attorney and escrow agreements as the underwriters may requireRegistrable Securities held by the Initiating Holders). Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares Equity Securities to be underwritten, the managing underwriter underwriters may limit the exclude such number of Registrable Securities to be included in such registrationfrom the underwriting as required after excluding any other Equity Securities from the underwriting (including, it being understood that the shares proposed to sold by without limitation, any Equity Securities which the Company may seek to include in such the underwriting shall be given priority and shall not be subject to any such for its own account). If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at would otherwise be entitled to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock Ordinary Shares shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. (a) Requested Underwritten Offerings -------------------------------- If requested by the underwriters for any underwritten offering by the Selling Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1 or 2.2, the Company shall so advise the Holders as enter into a part of the written notice given pursuant to Section 3.1customary underwriting agreement with such underwriter or underwriters. In such event the right of any Holder to registration pursuant to Section 3.1 Such underwriting agreement shall be conditioned upon such Holder’s participation reasonably satisfactory in such underwriting form and the inclusion of such Holder’s Registrable Securities in the underwriting substance to the extent provided herein. All Selling Holders proposing to distribute their securities through and shall contain such underwriting shall (together with representations and warranties by, and such other agreements on the part of, the Company and the such other holders distributing their securities through terms as are generally prevailing in agreements of that type, including, without limitation, such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting provisions relating to indemnification and contribution by the Company. The foregoing Selling Holders shall includebe parties to such underwriting agreement and may, without limitationat their option, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding require that any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation or all of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority representations and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwritingwarranties by, and the number of shares of Registrable Securities that may be included in other agreements on the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionspart of, the Company may round to and for the number benefit of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn underwriters shall also be excluded made to and for the benefit of the Selling Holders and that any or withdrawn from registration, and neither all of the conditions precedent to the obligations of such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriters under such underwriting agreement be conditions precedent to the obligations of the Selling Holders. No Selling Holder shall be sold in required to make any public sale representations or other distribution, without the prior written consent of warranties to or agreements with the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireother than representations, warranties or agreements regarding such Selling Holder, its ownership of and title to the Registrable Common Stock, and its intended method of distribution; any liability of any Selling Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that it derives from such registration; and no Selling Holder shall be required to indemnify any underwriter, or contribute to any payments required to be made by any underwriter in lieu thereof, to any greater extent than such Selling Holder has agreed in Section 2.7.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2(a)(i) or Section 2(a)(ii), the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Company as a part of the request, and the Company shall include such information in the written notice given pursuant to Section 3.1the other Holders described in Sections 2(a)(i) and 2(a)(ii). In such event event, the right of any Holder to registration pursuant to Section 3.1 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 Initiating Holders representing a majority of the Registrable Securities Then Outstanding held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The foregoing Company (which underwriter or underwriters shall include, without limitation, such powers be reasonably acceptable to the Initiating Holders representing a majority of attorney and escrow agreements as the underwriters may requireRegistrable Securities Then Outstanding held by the Initiating Holders). Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines advises the Company that marketing factors (including, without limitation, the aggregate number of securities requested to be Registered and the general condition of the market) require a limitation of the number of shares Securities to be underwritten, the managing underwriter underwriters may limit exclude some of the Registrable Securities to be included in such registration, it being understood that from the shares proposed to sold by underwriting if so justified after excluding any other Securities from the Company in such underwriting shall be given priority and shall not be subject to any such underwriting. If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 2(a)(iv), the number of Registrable Securities that may be included in the registration and underwriting by the selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at would otherwise be entitled to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2.1, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Listco as a part of the request, and Listco shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 the Majority Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Listco (which underwriter or underwriters shall be reasonably acceptable to the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may requireMajority Initiating Holders). Notwithstanding any other provision of Article IIIthis Appendix, if the managing underwriter determines advises Listco that marketing market factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell Securities pursuant to the Registration) require a limitation of the number of shares Registrable Securities to be underwritten, the managing underwriter underwriters may limit the exclude such number of Registrable Securities from the underwriting as required, but only after excluding all other Securities from the underwriting (including, without limitation, any Securities which Listco may seek to be included include in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such for its own account). If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 2.3, the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at request to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.Registration. Appendix A-1 - 3

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchaser as a part of the written notice given pursuant to Section 3.11.6(a). In such event the right of any Holder Purchaser to registration pursuant to Section 3.1 1.6(a) shall be conditioned upon such HolderPurchaser’s participation in such underwriting and the inclusion of such HolderPurchaser’s Registrable Securities in the underwriting to the extent provided herein. All Holders Purchasers proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Purchasers distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIherein, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders Purchasers and other holders Purchasers distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders Purchasers in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders the Purchasers at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder Purchaser to the nearest 100 shares. If any Holder Purchaser disapproves of the terms of any such underwriting, such Holder Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, Company reserves the right to terminate any registration under this Section 1.6 at any time and neither such Registrable Securities nor for any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in reason without liability to any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePurchaser.

Underwritten Offerings. (a) If the registration of which the Company gives notice is for a registered public offering involving an underwritingin any Demand, the Company shall so advise the Holders as a part Holder proposes to dispose of the written notice given pursuant to Section 3.1. In such event the right of any Registrable Shares in an underwritten offering, Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with notify the Company and the other holders distributing their securities through such underwriting) Company and Holder shall agree, with each party acting in good faith, to jointly appoint the investment banking firm to act as the manager that will administer the offering. The Company will enter into an underwriting agreement with the underwriters for such offering (such agreement to be reasonably satisfactory to both the Company and Holder), which agreement will contain such representations and warranties by the Company and such other terms as are generally prevailing in customary form agreements of this type, including without limitation, indemnities at least to the effect and to the extent provided in Section 6 hereof. The Company and Holder will cooperate with each other in good faith in the negotiation of the underwriting agreement; PROVIDED, HOWEVER, that nothing contained herein shall diminish the foregoing obligations of the Company. Holder shall not be required to make any representations or warranties or agreements, other than representations regarding Holder, the Registrable Shares and Holder's intended method of distribution. (b) If the managing underwriter selected for such underwriting by of an underwritten offering pursuant to Section 3.1 delivers a written statement to Holder that the Company. The foregoing shall include, without limitation, such powers total amount of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities securities requested to be included in such registrationoffering is sufficiently large so as materially and adversely to affect the distribution thereof, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and then the number of shares of Registrable Securities securities that may be included in the registration and underwriting shall be reduced as required by the managing underwriter and allocated among all Holders first, to Holder and such other holders in proportion, as nearly as practicablesecond, to the respective amounts of Registrable Securities held Company with respect to shares being registered by such Holders and such the Company for its own account and/or by other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom manner and amounts and by written notice to the Company and the managing underwriter. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwritersother holders, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters Company may requiredetermine.

Underwritten Offerings. If the registration a distribution of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given Registrable ---------------------- Securities pursuant to Section 3.1. In such event the right of any Holder to a registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares statement is to be underwritten, the managing underwriter may limit the holders whose Registrable Securities are to be included distributed by such underwriters shall be parties to such underwriting agreement. No requesting holder may participate in such registration, it being understood that underwritten offering unless such holder agrees to sell its Registrable Securities on the shares proposed to sold by the Company basis provided in such underwriting shall be given priority agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Notwithstanding the foregoing, in connection with such underwriting the holders shall not be subject required to any such limitation vis-a-vis provide representations and warranties regarding the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and or indemnification of the number of shares of Registrable Securities that may be included underwriters for material misstatements or omissions in the registration registrations statement or prospectus for such offering other than misstatements and underwriting shall be allocated among all Holders and such other omissions based on information provided by the holders in proportion, as nearly as practicable, to writing specifically for use in the respective amounts preparation of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder requesting holder disapproves of the terms of any such an underwriting, such Holder holder may elect to withdraw therefrom and from such registration by written notice to the Company and the managing underwriter. The , and each of the remaining requesting holders shall be entitled to increase the number of Registrable Securities being registered to the extent of the Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such in the proportion which the number of Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without being registered by such remaining requesting holder bears to the prior written consent total number of the Company or Registrable Securities being registered by all such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireremaining requesting holders.

Underwritten Offerings. (a) The Participating Holders shall be parties to an underwriting agreement for any Underwritten Offering requested by any member of the KKR Group or an Eligible Viper Limited Partner who is the Initiating Holder or the Initiating Shelf Take-Down Holder pursuant to a Registration under Section 15.1 or Section 15.2, which underwriting agreement shall (i) be in customary form and subject to the reasonable approval of the General Partner and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Partnership or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable Law and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s gross proceeds from such Underwritten Offering (less underwriting discounts and commissions). (b) If the registration Partnership proposes to register any of which its securities under the Company gives notice is for a registered public offering involving Securities Act as contemplated by Section 15.3 and such securities are to be distributed in an underwritingUnderwritten Offering through one or more underwriters, the Company shall so advise the Holders as a part of the written notice given Partnership shall, if requested by any Holder pursuant to Section 3.1. In 15.3 and subject to the provisions of Sections 15.3(b) and 15.3(c), use its reasonable best efforts to arrange for such event underwriters to include on the right of any Holder same terms and conditions that apply to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation the other sellers 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit Registration all the Registrable Securities to be included offered and sold by such Holder among the securities of the Partnership to be distributed by such underwriters in such registrationRegistration. The Participating Holders shall be parties to the underwriting agreement between the Partnership and such underwriters, it being understood which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the shares proposed conditions precedent to sold the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Partnership or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable Law and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s gross proceeds from such Underwritten Offering (less underwriting discounts and commissions). (c) Subject to the provisions of Sections 15.6(a) and 15.6(b) above, no Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company General Partner and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (d) In the case of an Underwritten Offering under Section 15.1 or 15.2, the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by the participating member(s) of the KKR Group in such underwriting shall be given priority Registration or, if the Initiating Shelf Take-Down Holder is an Eligible Viper Limited Partner, such Eligible Viper Limited Partner. In addition, in the case of any Underwritten Offering, each of the Holders may withdraw their request to participate in the registration pursuant to Section 15.1, Section 15.2 or Section 15.3 after being advised of such price, discount and other terms and shall not be subject required to enter into any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities agreements or documentation that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirewould require otherwise.

Underwritten Offerings. If If, in connection with a request to Register Registrable Securities under Section 2.1, the registration of which the Company gives notice is for a registered public offering involving Initiating Holders seek to distribute such Registrable Securities in an underwriting, the Company they shall so advise the Holders Listco as a part of the request, and Listco shall include such information in the written notice given pursuant to the other Holders described in Section 3.12.1. In such event event, the right of any Holder to registration pursuant to Section 3.1 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 the Majority Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Listco (which underwriter or underwriters shall be reasonably acceptable to the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may requireMajority Initiating Holders). Notwithstanding any other provision of Article IIIthis Appendix, if the managing underwriter determines advises Listco that marketing market factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell Securities pursuant to the Registration) require a limitation of the number of shares Registrable Securities to be underwritten, the managing underwriter underwriters may limit the exclude such number of Registrable Securities from the underwriting as required, but only after excluding all other Securities from the underwriting (including, without limitation, any Securities which Listco may seek to be included include in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such for its own account). If a limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and of the number of shares Registrable Securities is required pursuant to this Section 2.3, the number of Registrable Securities that may be included in the registration and underwriting by selling Holders shall be allocated among all Holders and such other holders Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at request to include in the time of filing the registration statementRegistration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Any Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock underwriting shall be sold in any public sale or other distribution, without withdrawn from the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requireRegistration.

Underwritten Offerings. If (a) requested by the underwriters for any underwritten offering by the Holders pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Section 2.1, the Company shall so advise the Holders as enter into a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such customary underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together agreement with the underwriters or (b) the Company and the other holders distributing their securities through such underwriting) shall have determined to enter into an underwriting agreement in customary form connection with the managing underwriter selected for such underwriting by the Company. The foregoing shall includea registration pursuant to Section 2.2, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registrationregistration shall be subject to such underwriting agreement. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, it being understood and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject required to make any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included representations or warranties with respect to written information specifically provided by a selling Holder for inclusion in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance No Holder shall be required to make any representations or warranties to or agreements with the above provisionsCompany or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Company may round the number Registrable Securities and its intended method of shares allocated distribution; and any liability of such Holder to any Holder underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the nearest 100 sharesproceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. If any Holder disapproves No Person may participate in a registration involving an underwritten offering unless such Person agrees to sell such Person’s securities on the basis provided in the applicable underwriting agreement and, subject to the provisions of the terms this Section 2.7, completes and executes all reasonable questionnaires, and other documents, including custody agreements and powers of any attorney, that must be executed in connection therewith, and provides such underwriting, such Holder may elect to withdraw therefrom by written notice other information to the Company and or the managing underwriter. The Registrable Securities so excluded or withdrawn shall also underwriter as may be excluded or withdrawn from registration, and neither necessary to register such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may requirePerson’s securities.

Underwritten Offerings. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under Section 2.1 except the second sentence of which the Company gives notice is for a registered public offering involving an underwritingSection 2.1(i), the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1. In such event the right of any Holder to registration pursuant to Section 3.1 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 securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in customary substance and form to each Holder of Registrable Securities being registered and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 3.1. Each such Holder of Registrable Securities will cooperate with the managing underwriter selected for such Company in the negotiation of the underwriting by agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided, that nothing herein contained shall diminish the foregoing obligations of the Company. The foregoing Holders of Registrable Securities to be distributed by such underwriters shall includebe parties to such underwriting agreement and may, without limitationat their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such powers Holder's Registrable Securities and other securities of attorney the Company, such Holder's intended method of distribution, and escrow any representations, warranties or agreements required by law. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the underwriters may require. Notwithstanding any other provision of Article IIICompany will, if requested by any Holder of Registrable Securities as provided in Section 2.2 and subject to the managing underwriter determines that marketing factors require a limitation provisions of the number of shares Section 2.2(b), arrange for such underwriters to be underwritten, the managing underwriter may limit include all the Registrable Securities to be included in such registration, it being understood that the shares proposed to offered and sold by such Holder owning the securities to be distributed by such underwriters. In such event, the Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company in and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting shall agreement be given priority and conditions precedent to the obligations of such Holders. Any such Holder shall not be subject required to make any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, representations or warranties to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance or agreements with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or the underwriters other than representations, warranties or agreements regarding such underwritersHolder, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date Holder's Registrable Securities or other securities of the registration statement relating thereto as the underwriters may requireCompany, such Holder's intended method of distribution and any representations, warranties or agreements required by law.

Underwritten Offerings. If the registration of which the Company Katy gives notice is for a registered public offering involving an underwritingUnderwritten Offering, the Company then Katy shall so advise the Holders Holder Representative as a part of the such written notice given pursuant to Section 3.1notice. In such event event, the right of any Holder the Holders to registration pursuant to this Section 3.1 shall be conditioned upon such Holder’s participation the Holders' agreeing to participate in such underwriting Underwritten Offering upon the terms and conditions as shall be negotiated by Katy, and the inclusion of such Holder’s the Registrable Securities in the underwriting Underwritten Offering to the extent provided herein. All The Holders proposing to distribute their securities through such underwriting Underwritten Offering shall (together with the Company and the other holders distributing their securities through such underwritingKaty) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting Underwritten Offering by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may requireKaty. Notwithstanding any other provision provisions of Article IIIthis Section, if the managing underwriter determines in writing, in its sole and absolute discretion, that marketing factors factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the exclude some or all Registrable Securities from such registration and Underwritten Offering in accordance with the provisions of this Section; provided, however, that if any securities are being offered for the account of any holder of Katy's securities other than the Holders, (i) with respect to the first registration of Registrable Securities pursuant to this Section 2.2, securities held by all Persons other than Holders shall be excluded from the Underwritten Offering before any Registrable Securities are excluded, and (ii) with respect to any registration of Registrable Securities pursuant to this Section 2.3 after the first such registration, the reduction in the number of Registrable Securities included in such registration, it being understood that registration shall not represent a greater percentage of the shares proposed amount of Registrable Securities originally requested to be registered and sold by the Company in such underwriting shall be given priority and shall not be subject to registration than the lowest percentage reduction imposed upon any such limitation vis-a-vis holder of Katy's securities other than the Registrable SecuritiesHolders. The Company Katy shall so advise all Holders and other holders distributing their securities through such underwritingthe Holder Representative, and the number of shares of Registrable Securities that may be included in the registration and underwriting Underwritten Offering on behalf of the Holders shall be allocated among all the Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at requested to be included in the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesregistration. If any Holder disapproves the Holders disapprove of the terms of any such underwritingUnderwritten Offering, such Holder then the Holders may elect to withdraw therefrom by causing the Holder Representative to give written notice thereof to the Company Katy and the managing underwriter. The Registrable Securities Any securities so excluded or withdrawn from such Underwritten Offering shall also be excluded or withdrawn from such registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. (a) In connection with any public underwriting of Company securities that are covered by a Registration Statement, the Bank agrees to cause the Company, subject to the requirements of Section 4 hereof, to arrange for its underwriters to include in the securities to be so distributed by it the Registrable Securities of any Holder who makes such request of the Company. Each such Holder agrees that any of such Registrable Securities so included shall be distributed and sold through such underwriters. In the case of an underwritten offering, if the number of Registrable Shares desired to be offered by the Company exceeds the maximum number of shares of Holding Company Stock which the managing underwriter considers, in good faith, to be appropriate based on market conditions and other relevant factors (including pricing), then the number of Registrable Shares included in such offering shall be reduced to the number of Registrable Shares that, in the opinion of such managing underwriter, can be sold. The Holders of Registrable Shares to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any such underwriting agreement shall require that the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holders and that the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders. (b) No Holder may participate in any Underwritten Offering under Section 4 hereof unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangement approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, securities escrow agreements, underwriting agreements and other documents required under the terms of such underwriting, and furnishes to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement (and the prospectus included therein); provided, however, that no 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 Holder and such Holder's intended method of distribution and any other representation required by law. (i) The managing underwriter of an Underwritten Offering of the Company may advise the Company to cause Holders of Registrable Securities to delay the public sale or distribution of such securities. Each Holder agrees, whether or not such Holder participates in an Underwritten Offering, if so required by the managing underwriter, not to effect any public sale or distribution of such Holder's Registrable Securities or sales of such shares pursuant to Rule 144, during the fifteen days prior to and the ninety (90) days after any firm commitment Underwritten Offering pursuant to Section 4 has become effective. If the managing underwriter advises the Company in writing that, in its opinion, no such public sale or distribution should be effected for a specified period longer than ninety (90) days after such Underwritten Offering has become effective in order to complete the sale and distribution of securities included in such registration of which and the Company gives notice is to such Holder of such advice, such Holders shall not effect any public sale or distribution or sales pursuant to Rule 144 for a registered public offering involving an underwritingreasonably longer period after such Underwritten Offering has become effective, the Company shall so advise the Holders but in no event longer than one hundred twenty (120) days, except as a part of such Underwritten Offering. (ii) The Bank agrees to cause the written notice given Company, if so required by the managing underwriter, (x) not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the fifteen days prior to and the ninety (90) days after any firm commitment Underwritten Offering pursuant to Section 3.1. In 4 has become effective, except as part of such event the right of any Holder to registration Underwritten Offering and except pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting registrations on Form S-4 and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding Form S-8 or any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwritingsuccessor or similar forms thereto, and the number (y) to use its best efforts to cause each holder of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 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. The Registrable Securities so excluded its equity securities or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold any of such securities, in each case purchased from the Company or the Bank at any time after the date hereof (other than in a public offering), to agree not to effect any such public sale or other distributiondistribution of such securities during such period or, without in either case, if the prior written consent of managing underwriter advises the Company in writing that in its opinion no such public sale or such underwriters, distribution should be effected for such a specified period of time before and after longer than ninety (not to exceed thirty (3090) days before after such Underwritten Offering has become effective in order to complete the sale and distribution of securities included in such registration, during a reasonably longer period after such Underwritten Offering but in no event longer than one hundred eighty twenty (180120) days after) the effective date days, except as part of the registration statement relating thereto as the underwriters may requiresuch Underwritten Offering.

Underwritten Offerings. If the registration of ---------------------- which the Company gives notice is for a registered public offering involving an underwritingUnderwritten Offering, then the Company shall so advise the Holders as a part of the such written notice given pursuant to Section 3.1notice. In such event event, the right of any Holder the Holders to registration pursuant to this Section 3.1 shall be conditioned upon such Holder’s participation the Holders' agreeing to participate in such underwriting Underwritten Offering upon the terms and condition as shall be negotiated by the Company, and the inclusion of such Holder’s the Registrable Securities in the underwriting Underwritten Offering to the extent provided herein. All The Holders proposing to distribute their securities through such underwriting Underwritten Offering shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting Underwritten Offering by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision provisions of Article IIIthis Section, if the managing underwriter determines in writing, in its sole and absolute discretion, that marketing factors factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the exclude some or all Registrable Securities to be included from such registration and Underwritten Offering in such registration, it being understood that accordance with the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securitiesprovisions of this Section. The Company shall so advise all the Holders and other holders distributing their securities through such underwritingUnderwritten Offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting Underwritten Offering on behalf of the Holders shall be allocated among all the Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such requested to be included in the registration. The Company does hereby represent that, other than as provided in this Agreement, there are no holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, of capital stock of the Company that have any registration rights with respect to such shares. The Company hereby covenants that it shall not grant any person registration rights with respect to shares of capital stock of the Company unless such registration rights are expressly subordinated to the rights of the Holders hereunder, and it is understood that in any registration in which the Holders may round participate pursuant to the Agreement that, in the event that the underwriter requires a limitation in the number of securities to be included in the registration and Underwritten Offering, the Registrable Securities shall have priority over any other shares allocated proposed to any Holder to be included in such offering other than shares offered for sale by the nearest 100 sharesCompany for its account. If any Holder disapproves the Holders disapprove of the terms of any such underwritingUnderwritten Offering, such Holder then the Holders may elect to withdraw therefrom by giving written notice to the Company and the managing underwriter. The Registrable Securities Any securities so excluded or withdrawn from such Underwritten Offering shall also be excluded or withdrawn from such registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.

Underwritten Offerings. If the registration of which the Company gives notice is for a registered public offering involving an underwritingUnderwritten Offering, then the Company shall so advise the Holders as a part of the such written notice given pursuant to Section 3.1notice. In such event event, the right of any Holder the Holders to registration pursuant to this Section 3.1 shall be conditioned upon such Holder’s participation the Holders' agreeing to participate in such underwriting Underwritten Offering upon the terms and condition as shall be negotiated by the Company, and the inclusion of such Holder’s the Registrable Securities in the underwriting Underwritten Offering to the extent provided herein. All The Holders proposing to distribute their securities through such underwriting Underwritten Offering shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting Underwritten Offering by the Company. The foregoing shall include, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision provisions of Article IIIthis Section, if the managing underwriter determines in writing, in its sole and absolute discretion, that marketing factors factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the managing underwriter underwriters may limit the exclude some or all Registrable Securities to be included from such registration and Underwritten Offering in such registration, it being understood that accordance with the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable Securitiesprovisions of this Section. The Company shall so advise all the Holders and other holders distributing their securities through such underwritingUnderwritten Offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting Underwritten Offering on behalf of the Holders shall be allocated among all the Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such which the Holders and such other holders at requested to be included in the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 sharesregistration. If any Holder disapproves the Holders disapprove of the terms of any such underwritingUnderwritten Offering, such Holder then the Holders may elect to withdraw therefrom by giving written notice to the Company and the managing underwriterunderwriters. The Registrable Securities Any securities so excluded or withdrawn from such Underwritten Offering shall also be excluded or withdrawn from such registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior written consent of the Company or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date of the registration statement relating thereto as the underwriters may require.