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 The Registrable Securities so excluded or withdrawn shall also be excluded or withdrawn from registration, and neither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in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 No Person may participate in any underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the registration basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of which Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering 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 shall so advise or the Holders as a part underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder 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 shall execute and deliver such underwriting shall (together with other agreements as may be reasonably requested by the Company and the other holders distributing their securities through lead managing underwriter(s) that are consistent with such underwriting) enter 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 an underwriting pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement in customary form with shall supersede the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney respective rights 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 obligations of the number of shares to be underwrittenholders, 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 underwriters created 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 requirethis Section 8.

Underwritten Offerings. (a) If the registration Company 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 3 of these Registration Rights Provisions and such securities are to be distributed by or through one or more underwriters, the Company shall so advise the Holders as a part shall, if requested by any Requesting Holders, request that such underwriters include all of the written notice given pursuant Registrable Common Stock to Section 3.1. In be offered and sold by such event Requesting Holders among the right securities 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 to be distributed by such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeunderwriters; provided, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthat, if the managing underwriter determines of such underwritten offering shall advise the Company in writing (with a copy to the Requesting Holders) that marketing factors require if all the Registrable Common Stock requested to be included in such registration (together with all other shares of Common Stock of other stockholders of the Company requested to be so included pursuant to "piggyback" rights granted to such stockholders) were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a limitation price range acceptable to the Company, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is advised by the managing underwriter can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account and (ii) second, securities held by any person exercising demand registration rights, and (iii) third, Registrable Common Stock requested to be registered by Requesting Holders pursuant to Section 3 of these Registration Rights Provisions and Common Stock of any other stockholders of the Company having such registration rights who request registration as aforesaid (other than stockholders referred to in clause (ii) of this Section 6(a)), pro rata, among such holders on the basis of the number of shares of Common Stock requested to be underwritten, the managing underwriter may limit the Registrable Securities to be included in registered by all 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 requireholders.

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 written notice given pursuant representations and warranties by, and the other agreements on the part of, the Company to Section 3.1. In and for the benefit of such event the right of any Holder to registration pursuant to Section 3.1 underwriters also shall be conditioned upon made to and for the benefit of such Holder’s participation in Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting and agreement be conditions precedent to the inclusion obligations 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 ; provided, however, that 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 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 with the above provisions, the Company may round the number of shares allocated to any No 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 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 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 it derives from such registration.

Underwritten Offerings. If In the registration event of which an underwritten offering, each Holder shall make such arrangements with the underwriters so that such Holder may participate in the offering on the same terms as the Company gives notice is for a registered public offering involving an underwriting, the and any other party selling securities in such offering. The Company shall so advise the Holders as not be required under this Section 2 to include any of 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 's 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 underwriters selected by it (or by other holders distributing their securities through such underwritingpersons entitled to select the underwriters) enter and enters into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwriting by the Company. The foregoing shall include, without limitation, and then only in such powers of attorney and escrow agreements quantity as the underwriters may requiredetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter 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 each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holders and such other holders at the time of filing the registration statementHolder. To facilitate the allocation of shares in accordance with the above provisionsFor any Holder which is a partnership or corporation, the Company may round partners, retired partners and shareholders of such Holder, or the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms estates and family members of any such underwriting, such Holder may elect to withdraw therefrom by written notice to partners and retired partners and any trusts for the Company and benefit of any of 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 foregoing persons shall be sold deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals 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 "Holder," as the underwriters may requiredefined in this sentence.

Underwritten Offerings. If In the registration event that any Holder or Holders that are Affiliates of which each other (the Company gives notice is for a registered public offering involving an underwriting“Electing Holders”) elect 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 lesser of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion (i) $15.0 million of such Holder’s Common Unit Registrable Securities in the underwriting aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Common Unit Registrable Securities) and (ii) 100% of the then outstanding Common Unit Registrable Securities held by such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Electing Holders (such request, an “Underwritten Offering Notice”), retain underwriters to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that each Holder, together with its Affiliates, shall have the option and right to require the Partnership to effect not more than four Underwritten Offerings in the aggregate, subject to a maximum of one Underwritten Offering during any 90-day period. Upon delivery of such Underwritten Offering Notice to the extent provided hereinPartnership, the Partnership shall as soon as practicable (but in no event later than one Business 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, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Common Unit Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. All Any Holders proposing 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 $15.0 million of Common Unit Registrable Securities required under clause (i) of this Section 2.04 to distribute their securities through 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 Common Unit Registrable Securities being sold in such underwriting Underwritten Offering shall (together be entitled to select the Managing Underwriter or Underwriters, but only with the Company consent of the Partnership, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the other holders distributing their securities through such underwriting) Partnership shall be obligated to 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 Common Unit 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 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, the Electing Holders 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 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 pursuant to Section 2.08; provided, however, that if (A) 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 (B) all Selling Holders withdraw from such Registrable Securities nor Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any securities convertible into or exchangeable or exercisable for Common Stock shall event that would reasonably be sold in any public sale expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement 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 pursuant to Section 2.03, then the underwriters may requirePost-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. If (a) Notwithstanding anything to the registration of which contrary set forth in Section 2.1 or 2.2, in the Company gives notice event there is for a registered public an underwritten 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 2.1 or 2.2, 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 include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder agreeing to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the applicable underwriters and completing and executing all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holder’s compliance with securities laws with respect to the extent Registrable Securities as may be reasonably requested, (iv) the accuracy of information provided hereinby such Holder, (v) lack of consents or approvals required for Holder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties (the “Selling Holder Representations”); provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by such Holder from the sale of its Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets, including Subordinate Voting Shares, received in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 2.3(a) shall not require any Holder of Registrable Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. All Subject to the foregoing, 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 underwritingCorporation, as provided in Section 2.5(g)) enter into an underwriting agreement in customary form with the managing underwriter 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 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 No Person may participate in any registration hereunder which is underwritten unless such Person: (a) 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, however, that no Holder shall be required to sell more than the number of Registrable Securities such Holder has requested to include); (b) 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 (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided, however, that no Holder 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 4.6 or those provided by the other Holders participating in such underwritten registration. For the avoidance of doubt, each Holder 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 holding the majority of the written notice given pursuant to Section 3.1Registrable Securities. In Each Holder shall execute and deliver such event the right of any Holder to registration pursuant to Section 3.1 shall other agreements as may 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 reasonably requested by the Company and the other holders distributing their securities through lead managing underwriter(s) that are consistent with such underwriting) enter Holder’s obligations under Section 4.3, Section 4.4 and this Section 4.7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into an underwriting pursuant to, and consistent with, Section 4.3 and this Section 4.7, the respective rights and obligations created under such agreement in customary form with shall supersede the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney respective rights 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 obligations of the number of shares to be underwrittenHolders, 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 underwriterunderwriters created pursuant to this Section 4.7. The In the case of any registration hereunder that is underwritten which is requested by the Demand Holders, the price, underwriting discount and other financial terms of the related underwriting agreement for such securities shall be determined by the Holders holding a majority of the Registrable Securities so excluded or withdrawn requesting such underwritten offering, provided, however, that such price, underwriting discount and other financial terms shall also be excluded or withdrawn from registration, and neither such applicable pari passu among all Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold 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 as the underwriters may requireon a pro rata basis.

Underwritten Offerings. If The Partnership shall, upon the registration request of which one or more Holders holding, in the Company gives aggregate, at least $5.0 million of Registrable Securities (calculated based on the Unit Purchase Price) (such request, an “Demand Notice” and such electing Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that the Partnership shall not be required to effect more than one Underwritten Offering during any 12-month period pursuant to and subject to the conditions of this Section 2.04(a). Upon delivery of such Demand Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Demand Notice to the Partnership) deliver notice of such Demand Notice to all other Holders, who shall then have five Business Days from the date that such notice is for a registered public offering involving an underwriting, given to them to notify 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 Partnership 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 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 Demand Notice may participate in such Underwritten Offering, but shall not count toward the $5.0 million of Registrable Securities required under the first sentence of this Section 2.04(a) to request an Underwritten Offering pursuant to a Demand Notice. In connection with any Underwritten Offering under this Section 2.04, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. 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 at 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 time basis provided in such underwriting agreement and completes and executes all questionnaires, powers of filing attorney, indemnities and other documents reasonably required under the registration statementterms of such underwriting agreement. 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 underwritingan Underwritten Offering, such Selling Holder may elect to withdraw therefrom by written notice to the Company Partnership, the Electing Holders 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 If all Selling Holders withdraw from an Underwritten Offering prior to the public announcement at launch (the “Launch”) of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.04(a). No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if all Selling Holders withdraw from such Underwritten Offering after the Launch, other than as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then such Selling Holders shall pay (pro rata on the basis of the number of Registrable Securities so excluded or withdrawn shall also be excluded or held by each such Selling Holder) for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders have 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 requireUnderwritten Offering.

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 (i) At any time and from time to time when any Holder or Holders representing 25% of the registration aggregate number of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Registrable Securities then outstanding of the Holders as a group (collectively, a “Demanding Holder”) makes a Registration Request, such Demanding Holder may also request that all or any portion of its Registrable Securities be sold to a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities (an “Underwriter”) in a firm commitment underwriting for distribution to the written notice given public or other coordinated offering that is registered pursuant to Section 3.1. In the Registration Statement (each, an “Underwritten Offering”); provided that CorEnergy shall only be obligated to effect an Underwritten Offering if such event the right of any Holder to registration pursuant to Section 3.1 offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s include 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 proposed 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 Demanding Holder, together with any Registrable Securities proposed to be sold by the Requesting Holders (as hereinafter defined), if any, collectively having a total offering price reasonably expected to exceed, in such underwriting the aggregate, $20 million (the “Minimum Takedown Threshold”). All requests for Underwritten Offerings shall be given priority and made by giving written notice to CorEnergy, which shall not be subject to any such limitation vis-a-vis specify the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the approximate number of shares of Registrable Securities that may proposed to be included sold in the registration and underwriting shall be allocated among all Holders Underwritten Offering, 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 request must be made at the time of filing the registration statementRegistration Request. To facilitate CorEnergy shall have the allocation right to select the Underwriters for such offering (which shall consist of shares one or more reputable nationally recognized investment banks). Notwithstanding anything to the contrary in accordance with the above provisionsthis Agreement, the Company CorEnergy may round the number of shares allocated effect any Underwritten Offering pursuant to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwritingthen effective Registration Statement, 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, including a Form S-3 that is then available 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.

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 this Section 5 and such securities are to be distributed by or through one or more underwriters, the Company shall so advise the Holders as will, if requested by a part holder of the written notice given Registrable Securities pursuant to Section 3.1. In such event the right of any Holder 5(b), use its commercially reasonable efforts 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 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 all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company in writing of its belief that inclusion in such distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Company common stock desired to be included in such registration (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration, it being understood that together with the shares proposed number of securities to sold by the Company be included in such underwriting registration for the account of the Company, shall be given priority and shall not be subject equal 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 stated 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 managing underwriter’s 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 requiredescribed above.

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 Clause 12.1(a) or Clause 12.1(b), 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 Clause 12.1(a) and Clause 12.1(b) . 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 underwritten offering and the inclusion of such Holder’s '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 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 Registrable Securities to be underwrittenunderwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the managing underwriter underwriters may limit (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities 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 Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from 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 withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), as the case may be. 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 (a) Notwithstanding anything to the registration of which contrary set forth in Section 2.1 or 2.2, in the Company gives notice event there is for a registered public an underwritten 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 2.1 or 2.2, 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 include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder agreeing to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the applicable underwriters and completing and executing all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holder’s compliance with securities laws with respect to the extent Registrable Securities as may be reasonably requested, (iv) the accuracy of information provided hereinby such Holder, (v) lack of consents or approvals required for Holder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties (the “Selling Holder Representations”); provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by such Holder from the sale of its Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets, including Common Shares, received in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 2.3(a) shall not require any Holder of Registrable Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. All Subject to the foregoing, 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 underwritingCorporation, as provided in Section 2.5(g)) enter into an underwriting agreement in customary form with the managing underwriter 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 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 requiresuchunderwriting.

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 (Registration Other Than on Form F-3 or Form S-3) or Section 2.2 (Registration on Form F-3 or Form S-3), 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 (Registration Other Than on Form F-3 or Form S-3) and Section 2.2 (Registration on Form F-3 or Form S-3). 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 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 (Registration Other Than on Form F-3 or Form S-3) or Section 2.2 (Registration on Form F-3 or Form S-3), 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 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 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. 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 No Person may participate in any registration hereunder which is underwritten unless such Person: (a) 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 shall be required to sell more than the number of Registrable Securities such Holder has requested to include); (b) 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 (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no Holder 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 participating in such underwritten registration. For the avoidance of doubt, each Holder 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 holding the majority of the written notice given pursuant to Section 3.1Registrable Securities. In Each Holder shall execute and deliver such event the right of any Holder to registration pursuant to Section 3.1 shall other agreements as may 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 reasonably requested by the Company and the other holders distributing their securities through lead managing underwriter(s) that are consistent with such underwriting) enter 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 an underwriting pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement in customary form with shall supersede the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney respective rights 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 obligations of the number of shares to be underwrittenHolders, 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 underwriterunderwriters created pursuant to this Section 8. The In the case of any registration hereunder that is underwritten which is requested by the Holders of NESCO Registrable Securities so excluded or withdrawn Sponsor Registrable Securities, as applicable, the price, underwriting discount and other financial terms of the related underwriting agreement for such securities shall also be excluded or withdrawn from registration, and neither such determined by the Holders holding a majority of the NESCO Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock Sponsor Registrable Securities, as applicable, requesting such underwritten offering, provided, that such price, underwriting discount and other financial terms shall be sold applicable pari passu among all Registrable Securities 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 as the underwriters may requireon a pro rata basis.

Underwritten Offerings. If No Person may participate in any registration hereunder which is underwritten unless such Person: (a) 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 shall be required to sell more than the number of Registrable Securities such Holder has requested to include); (b) 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 (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no Holder 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 participating in such underwritten registration. For the avoidance of doubt, each Holder 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 holding the majority of the written notice given pursuant to Section 3.1Registrable Securities. In Each Holder shall execute and deliver such event the right of any Holder to registration pursuant to Section 3.1 shall other agreements as may 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 reasonably requested by the Company and the other holders distributing their securities through lead managing underwriter(s) that are consistent with such underwriting) enter 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 an underwriting pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement in customary form with shall supersede the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney respective rights 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 obligations of the number of shares to be underwrittenHolders, 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 underwriterunderwriters created pursuant to this Section 8. The In the case of any registration hereunder that is underwritten which is requested by the Holders of Investor Registrable Securities so excluded or withdrawn Sponsor Registrable Securities, as applicable, the price, underwriting discount and other financial terms of the related underwriting agreement for such securities shall also be excluded or withdrawn from registration, and neither such determined by the Holders holding a majority of the Investor Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock Sponsor Registrable Securities, as applicable, requesting such underwritten offering, provided, that such price, underwriting discount and other financial terms shall be sold applicable pari passu among all Registrable Securities 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 as the underwriters may requireon a pro rata basis.

Underwritten Offerings. (a) If the registration Company 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 3 of these Registration Rights Provisions and such securities are to be distributed by or through one or more underwriters, the Company shall so advise the Holders as a part shall, if requested by any Requesting Holders, request that such underwriters include all of the written notice given pursuant Registrable Common Stock to Section 3.1. In be offered and sold by such event Requesting Holders among the right securities 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 to be distributed by such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeunderwriters; provided, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthat, if the managing underwriter determines of such underwritten offering shall advise the Company in writing (with a copy to the Requesting Holders) that marketing factors require if all the Registrable Common Stock requested to be included in such registration (together with all other shares of Common Stock of other stockholders of the Company requested to be so included pursuant to “piggyback” rights granted to such stockholders) were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a limitation price range acceptable to the Company, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is advised by the managing underwriter can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account and (ii) second, securities held by any person exercising demand registration rights, and (iii) third, Registrable Common Stock requested to be registered by Requesting Holders pursuant to Section 3 of these Registration Rights Provisions and Common Stock of any other stockholders of the Company having such registration rights who request registration as aforesaid (other than stockholders referred to in clause (ii) of this Section 6(a)), pro rata, among such holders on the basis of the number of shares of Common Stock requested to be underwritten, the managing underwriter may limit the Registrable Securities to be included in registered by all 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 requireholders.

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 The Company shall use its best efforts to cause the managing underwriters of a proposed underwritten offering pursuant to Section 2(a) to permit the Holder of Registrable Securities requested to be included in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as any Similar Securities of which the Company gives notice is included therein. Upon request by the Company or the managing underwriters made to the Holders of Registrable Securities, such Holder shall enter into underwriting agreements with such underwriters providing for a registered public the inclusion of such Registrable Securities in such offering involving an underwritingon such terms and conditions or, if the Holder shall refuse to enter into any such agreements, the Company shall so advise have the Holders as a part right to exclude from such registration all (but not less than all) Registrable Securities 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 IIIthe foregoing, if the managing underwriter determines underwriters of such offering advise the Company in writing that marketing factors require a limitation of in their opinion the number of shares securities requested to be underwrittenincluded in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the managing underwriter may limit Company will include in such registration (i) first, the securities originally intended to be sold on behalf of the Company in the registration prior to the giving of the Registration Notice, (ii) second, (i) the Registrable Securities and (ii) any Common Shares held by any person (an "Owner") to whom such Common Shares were issued in an acquisition of such Owner's podiatry practice pursuant to a business purchase agreement between the Company and such Owner ("Owners' Common Shares") to the extent such Registrable Securities or Owners' Common Shares have been requested to be included in such registration, it being understood that pro rata among 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 Owners on the basis of the number of shares of Registrable Securities that may owned by each such Holder and Owner and (iii) third, other securities requested to 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 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 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 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 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 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 shall also that they have requested to be excluded or withdrawn from registrationincluded therein, and neither then 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.Registration

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. (a) If the registration Company 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 3 of these Registration Rights Provisions and such securities are to be distributed by or through one or more underwriters, the Company shall so advise the Holders as a part shall, if requested by any Requesting Holders, request that such underwriters include all of the written notice given pursuant Registrable Shares to Section 3.1. In be offered and sold by such event Requesting Holders among the right securities 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 to be distributed by such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall includeunderwriters; provided, without limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article IIIthat, if the managing underwriter determines of such underwritten offering shall advise the Company in writing (with a copy to the Requesting Holders) that marketing factors require if all the Registrable Shares requested to be included in such registration (together with all other shares of Common Stock of other stockholders of the Company requested to be so included pursuant to "piggyback" rights granted to such stockholders) were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a limitation price range acceptable to the Company, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is advised by the managing underwriter can be sold in such offering, (i) first, securities that the Company proposes to issue and sell for its own account and (ii) second, securities held by any person exercising demand registration rights, and (iii) third, Registrable Shares requested to be registered by Requesting Holders pursuant to Section 3 of these Registration Rights Provisions and Common Stock of any other stockholders of the Company having such registration rights who request registration as aforesaid (other than stockholders referred to in clause (ii) of this Section 6(a)), pro rata, among such holders on the basis of the number of shares of Common Stock requested to be underwritten, the managing underwriter may limit the Registrable Securities to be included in registered by all 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 requireholders.

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 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 any other provision than customary representations of Article IIIa selling shareholder, if the managing underwriter determines that marketing factors require a limitation including representations, warranties or agreements regarding its ownership of the number of shares and title 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 , any written information specifically provided by such selling Holder for inclusion in the Registration Statement and other holders distributing their securities through such underwritingits intended method of distribution, and (ii) any liability of such selling Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the number amount of shares the net proceeds received by such selling Holder upon the sale of Registrable Securities that may be included 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 Registration Statement and underwriting prospectus and shall be allocated among all otherwise contain ​ ​ terms no less advantageous to such selling Holders and such other holders than those provided 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 Section 11 (the above provisionsclauses (i) and (ii) collectively, 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“Acceptable Terms”).

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 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 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 Holder's Registrable Securities and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date 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 No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten 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 required to make any representations or warranties to the Issuer or the underwriters (other than representations and warranties regarding such Holderholder and such holder’s participation intended method of distribution) or to undertake any indemnification obligations to the Issuer or the underwriters with respect thereto that are materially more burdensome than those provided in such underwriting and Section 6. For the inclusion avoidance of such Holder’s doubt, each holder of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other 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, execute such powers of attorney and escrow or custody agreements as the underwriters may require. Notwithstanding any other provision of Article III, if are requested by the managing underwriter determines that marketing factors require a limitation underwriters, appointing as power of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in attorney or custodian such registration, it being understood that the shares proposed to sold persons as reasonably requested by the Company in such underwriting shall be given priority and shall not be subject to any such limitation vis-a-vis the Registrable SecuritiesIssuer. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares Each holder of Registrable Securities that shall execute and deliver such other agreements as may be included in reasonably requested by the registration Issuer and underwriting shall be allocated among all Holders the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such other holders in proportionagreement is entered into pursuant to, as nearly as practicableand consistent with, to Section 3 and this Section 7, the respective amounts rights and obligations created under such agreement shall supersede the respective rights and obligations 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 provisionsholders, 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 Issuer 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 underwriters created 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 requirethis Section 7.

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 's participation in such underwriting and the inclusion of such Holder’s '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 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 seventy percent (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 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 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.three demand Registrations to

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 (a) The Participating 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 parties 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 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 with and subject to the managing underwriter selected for 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 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 agreement also shall be given priority and conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be subject required to make any representations or warranties to or agreements with the Partnership or the underwriters in connection with such limitation vis-a-vis underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities. The Company shall so advise , 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 Holders consents and other holders distributing their securities through approvals with respect to the entry into such underwriting, underwriting agreement and the number sale 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 and any securities convertible into or exchangeable or exercisable for Common Stock shall other representations required to be sold in any public sale or other distribution, without made by such Participating Holder under applicable Law and the prior written consent aggregate amount of the Company or liability of such underwriters, for Participating Holder in connection with such period of time before underwriting agreement shall not exceed such Participating Holder’s gross proceeds from such Underwritten Offering (less underwriting discounts 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 requirecommissions).

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 Common Shares to be underwrittenregistered under the Securities Act as contemplated by this Section 2.2 are to be distributed by or through one or more underwriters, the managing underwriter may limit the Registrable Securities to and IFG has requested that its Shares be included in such registrationoffering as provided in Section 2.2(a), it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and then IPT shall not be subject obligated to any include IFG's Shares in such limitation vis-a-vis offering unless IFG accepts the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwritingterms of the underwritten offering agreed on between IPT or the Requesting Holder, as the case may be, and the number of shares of Registrable Securities that may be included in underwriters selected by IPT or the registration and underwriting shall be allocated among all Holders and such other holders in proportionRequesting Holder, as nearly as practicablethe case may be. Furthermore, to if requested by 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, IFG agrees to enter into an agreement with such underwriters not to sell any Common Shares owned by IFG for such a period of time before and after (not to exceed thirty (30180 days) days before after the effectiveness of a registration statement equal to the period of time which the sellers of Common Shares in such registration have agreed not to sell the Common Shares owned by them after the effectiveness of such registration statement. IFG shall be party to the underwriting agreement between IPT or the Requesting Holder, as the case may be, and one hundred eighty (180) days after) the effective date such underwriters and may, at its option, require that any or all of the registration statement relating thereto as representations and warranties by, and the other agreements on the part of, IPT to and for the benefit of such underwriters shall also be made to and for the benefit of IFG 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 IFG. IFG shall not be required to make any representations or warranties to or agreements with IPT or the underwriters may requireother than representations, warranties or agreements regarding IFG, IFG's Common Shares or other securities of IPT, IFG's intended method of distribution and any representations, warranties or agreements required by law.

Underwritten Offerings. If (a) Notwithstanding anything to the registration of which contrary set forth in Section 2.1 or 2.2, in the Company gives notice event there is for a registered public an underwritten 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 2.1 or 2.2, 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 include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder agreeing to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the applicable underwriters and completing and executing all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holder’s compliance with securities laws with respect to the extent Registrable Securities as may be reasonably requested, (iv) the accuracy of information provided hereinby such Holder, (v) lack of consents or approvals required for Holder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties (the “Selling Holder Representations”); provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by such Holder from the sale of its Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets, including Common Shares, received in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 2.3(a) shall not require any Holder of Registrable Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. All Subject to the foregoing, 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 underwritingCorporation, as provided in Section 2.5(g)) enter into an underwriting agreement in customary form with the managing underwriter 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 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. (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 2.6. 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 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 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 Holder's Registrable Securities and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the effective date 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 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 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 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 (a) In the case of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Sections 3.1 and 3.3, if the Company shall so advise the Holders as a part of the written notice given pursuant have determined 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 includeconnection therewith, without limitation, such powers each Participating Demand Holder or Holder 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 participating in such registration, it being understood as applicable, shall be subject to such underwriting agreement. Any Participating Demand Holder or Holder of Registrable Securities participating in the registration, as applicable, 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 shall 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 be conditions precedent to the obligations of such Participating Demand Holder or Holder of Registrable Securities; 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 representations or warranties with respect to written information specifically provided by any Participating Demand Holder or Holder of 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 practicableapplicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing for inclusion in the registration statement. To facilitate the allocation No Participating Demand Holder or Holder 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 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 Participating Demand Holder or Holder of Registrable Securities, as applicable, its ownership of and title to the Registrable Securities or Demand Shares, as applicable; and any liability of a Participating Demand Holder or Holder of Registrable Securities, as applicable, 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.

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 (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. If requested by the underwriters for any underwritten offering by holders of Registerable 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 (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 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 any other provision than customary representations of Article IIIa selling shareholder, if the managing underwriter determines that marketing factors require a limitation including representations, warranties or agreements regarding its ownership of the number of shares and title 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 , any written information specifically provided by such selling Holder for inclusion in the Registration Statement and other holders distributing their securities through such underwritingits intended method of distribution, and (ii) any liability of such selling Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the number amount of shares the net proceeds received by such selling Holder upon the sale of Registrable Securities that may be included 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 Registration Statement and underwriting prospectus and shall be allocated among all otherwise contain terms no less advantageous to such selling Holders and such other holders than those provided 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 Section 11 (the above provisionsclauses (i) and (ii) collectively, 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“Acceptable Terms”).

Underwritten Offerings. If the In connection with any underwritten offering pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested under Sections 1.2, 1.3 or 1.4, 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 underwriters, reasonably acceptable to Xxxxxxx, for such underwriting offering, such agreement (subject to the following sentence) to contain such representations and warranties by the CompanyCompany and such other terms as are customarily contained in agreements of that type. The foregoing Xxxxxxx and any participating Holder of Registrable Securities must execute such underwriting agreement; provided that Xxxxxxx and no Holder of Registrable Securities executing any underwriting agreement shall include, without limitation, such powers of attorney and escrow agreements as be required to make any representations or warranties to the Company or the underwriters may require. Notwithstanding any (other provision of Article IIIthan representations and warranties regarding Xxxxxxx, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwrittenor such Holder, the managing underwriter may limit or the Registrable Securities to be and the intended method of distribution, and any other representations and warranties agreed upon by Xxxxxxx included in such registrationoffering) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, it being understood except as otherwise provided in Section 1.8 hereof or as otherwise may be agreed upon by Xxxxxxx; provided, however, that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject liable for any breach of this Agreement if Xxxxxxx declines 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 enter into an 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 agreement which varies 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 requirehereof.

Underwritten Offerings. If If, in connection with a request to register Registrable Securities under Section 12.1(1) or Section 12.1(2), the registration Initiating Holders intend to distribute such Registrable Securities by means of which the Company gives notice is for a registered public offering involving 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. 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 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 a majority in interest of 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 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 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 securities underwritten (including Registrable Securities. The ), then the Company shall so advise all Holders and other holders distributing their securities through such underwritingthat would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all to such Holders and such other holders in proportion, as nearly as practicable, to pro rata based on the respective amounts number of Registrable Securities held by all such Holders and such other holders at (including the time of filing the registration statementInitiating Holders). To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to In no event shall 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 be excluded or withdrawn shall also be from such underwriting unless all other securities are first excluded. 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 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 Initialing 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 held by the Initiating Holders) to the extent provided herein. All The Company and 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 shall include, without limitation, such powers 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 in writing that marketing factors require the number of securities requested to be included in such demand registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the underwriters may exclude such number of Registrable Securities from the underwriting as required after excluding any other Equity Securities (including, without limitation, any Equity Securities which the Company may seek to include in the underwriting for its own account and all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwriting. If a limitation of the number of shares Registrable Securities is required pursuant to be underwrittenthis Section 2.4, 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 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 statement. To facilitate the allocation of shares in accordance with the above provisionsRegistration; provided, the Company may round however, that the number of shares allocated of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any Holder other Person, including any Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, at least 30% of shares of Registrable Securities requested by the Holders to the nearest 100 sharesbe included in such underwriting and registration shall be so included. 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 delivered at least ten (10) Business Days 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 statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriters may requireregistration.

Underwritten Offerings. If In the registration event of which the Company gives notice is for a registered public an underwritten offering involving an underwritingpursuant to this Section 2, the Company shall and each Holder will make such arrangements with the underwriters so advise that such Holder may participate in the Holders offering on the same terms as a part of the written notice given pursuant to Section 3.1. In such event the right of Company and any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation other party selling securities in such underwriting and the inclusion offering. The Company will not be required under this Section 2 to include any of such a Holder’s Registrable Securities in such underwriting unless such Holder accepts the terms of 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 underwriter or underwriters selected by it (or by other holders distributing their securities through such underwritingpersons entitled to select the underwriter or underwriters) enter and enters into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwriting by the Company, and then only in such quantity as the managing underwriters determine would not reasonably be expected to jeopardize the success of the offering by the Company (the “Maximum Offering Size”). The foregoing shall includeNo selling Holder may participate in any underwritten offering pursuant to this Section 2 unless such selling Holder completes and executes all questionnaires, without limitation, such powers of attorney attorney, indemnities and escrow agreements as other documents reasonably required under the underwriters may requireterms of or in connection with such underwriting agreement. Notwithstanding any other provision of Article IIIthis Agreement, if the managing underwriter determines underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter 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 underwritingthe underwriting , and the number of shares of Registrable Securities that may be included in such Registration and the registration and underwriting shall will be allocated pro rata among all the Company and each of the Holders and requesting inclusion of their Registrable Securities in such other holders in proportion, as nearly as practicable, to registration statement based upon 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 up 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 requireMaximum Offering Size.

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 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 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 Shareholders Agreement 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 No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s 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) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration of which 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 6. For the avoidance of doubt, each holder of Registrable Securities shall so advise execute such powers of attorney or custody agreements as are requested by the Holders managing underwriters, appointing as a part power of attorney or custodian such persons as reasonably requested by the holders 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 other holders distributing their securities through lead managing underwriter(s) that are consistent with such underwriting) enter holder’s obligations under Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into an underwriting pursuant to, and consistent with, this Section 7, the respective rights and obligations created under such agreement in customary form with shall supersede the managing underwriter selected for such underwriting by the Company. The foregoing shall include, without limitation, such powers of attorney respective rights 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 obligations of the number of shares to be underwrittenholders, 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 underwriters created 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 requirethis Section 7.

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 requested by the registration underwriters for any offering by holders of which Registrable Securities pursuant to the Company gives notice is for a registered public offering involving an underwritingShelf Registration or Demand Registration, 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 which is satisfactory in customary substance and form to the Company, holders of a majority of the Registrable Securities included in such offering and the underwriters and contains 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 2.7. The holders of the Registrable Securities included in such offering will cooperate with the managing underwriter selected for Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof; however, such underwriting by cooperation and consideration does not 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 registration, it being understood that the shares proposed underwriters shall be parties 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 Securitiesagreement. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares No holder of Registrable Securities that may shall be included required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding (i) such holder, (ii) such holder's Registrable Securities, (iii) such holder's intended method of distribution of Registrable Securities, (iv) information supplied by such holder in writing to the Company specifically for use in the registration statement, (v) other representations required by law and underwriting shall be allocated among all Holders and (vi) with respect to agreements with the underwriters, such other holders in proportion, agreements not inconsistent with this Agreement as nearly as practicable, to the respective amounts of Registrable Securities held are reasonably requested by such Holders underwriters 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, are customary 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 requiretransactions.