Common use of Underwriting Clause in Contracts

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Eligible Holder to registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting to the extent provided herein. The participating Eligible Holders shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the underwriting. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(isubsection 1.2(a)(i). In such event, event the right of each Eligible any Holder to registration pursuant to this Section 3(b) subsection 1.2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for such underwriting by the underwritingCompany. Notwithstanding any other provision of this Section 31 to the contrary, if the managing underwriter or the Company determines that marketing factors require a limitation on of the number of shares securities to be underwritten, the managing underwriter may limit exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Eligible Shares proposed Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If (a) The distribution of the registration Offerable Securities covered by the request of which the Holders shall be effected by means of the method of distribution permitted hereunder (with consent obtained as applicable hereunder) and as selected by the Holders with prior notice to the Company gives notice and WM Sub. If such distribution is for a registered public offering involving effected by means of an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Eligible Holder to registration offer or register pursuant to this Section 3(b) Article 2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Offerable Securities in the underwriting (unless otherwise agreed by the Holders that requested the registration) to the extent provided herein. The participating Eligible Holders shall . (together with b) If such distribution is effected by means of an underwriting, the Company and the other stockholders distributing their securities through such underwriting) Holders shall enter into an underwriting agreement in customary form with a managing underwriter of internationally recognized standing selected for such underwriting by the underwriter or underwriters participating in the underwritingHolders. Notwithstanding any other provision of this Section 3Article 2, if the managing underwriter determines advises the Company or the Holders in writing that marketing factors require a limitation on of the number of shares Offerable Securities to be underwritten, then the managing underwriter underwriters may limit the number of Eligible Shares proposed exclude Offerable Securities requested to be included in such registration. In such case, the number of Offerable Securities to be included in the registration and underwriting by excluding Eligible Shares shall be allocated: (1) to the extent so required by such limitation such that Holders, as nearly as practicable to the number respective amounts of Eligible Shares Offerable Securities requested to be included in such Offering Document by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible HolderHolders; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holdersto the Company, such Primary Shares shall for its account, to the extent that the Company wishes to participate in the Offering pursuant to Section 2.4. No Offerable Securities or other securities excluded from the underwriting before any Eligible Shares are excluded from by reason of the underwriting. Any Eligible Holder managing underwriter’s marketing limitation shall be included in such registration. (c) If, following a roadshow or other stockholder distribution efforts, the Holders disapprove of the price at which the Offerable Securities are to be sold, the Holders may elect to irrevocably withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, WM Sub and the managing underwriter. Any Eligible Shares or other securities excluded or If applicable, the Offerable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that. If a requested offering is withdrawn pursuant to this Section 2.3(c), if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no lose a right to withdraw. In the event that any Eligible Holder has requested inclusion request a registration of Eligible Shares in Offerable Securities and such withdrawn offering shall constitute a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering demand registration for purposes of the Company’s equity securities under such shelf registrationSections 2.1 and 2.2.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of each Eligible any Holder to registration pursuant to this Section 3(b) subsection 1.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares 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. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the underwritingunderwriters. Notwithstanding any other provision of this Section 3subsection 1.2, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit Initiating Holders shall so advise all Holders participating in the registration, and the number of Eligible Shares proposed to shares of Registrable Securities that may be included in such the registration and underwriting by excluding Eligible Shares shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the extent so required respective amounts of Registrable Securities held by such limitation such that Holders. If any Holder disapproves of the number terms of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities Registrable Securities which are excluded from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration Initiating Holders intend to ------------ distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of each Eligible any Holder to registration pursuant to this Section 3(b) subsection 1.2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares 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. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the underwritingunderwriters. Notwithstanding any other provision of this Section 3subsection 1.2, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit Initiating Holders shall so advise all Holders, and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders; provided, however, that the number of shares of Registrable Securities to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to shall not be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders reduced unless all other securities are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are first entirely excluded from the underwriting. Any Eligible If any Holder or other stockholder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2(a)(i). In such event, event the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for underwriting by the underwritingCompany. Notwithstanding any other provision of this Section 32, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, and (a) if such registration is the managing Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein, and (b) if such registration is other than the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) limit the number of Eligible Shares proposed Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all such Holders and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration and underwriting at the time of filing the registration statement, except that Registrable Securities held by excluding Eligible Shares to the extent so required by such limitation such that Other Shareholders shall be the number of Eligible Shares last to be included by each Eligible limited. If any Holder shall be determined on a pro rata basis based upon of Registrable Securities or any officer, director or Other Shareholder disapproves of the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale terms of any Primary Shares to repurchase Common Stocksuch underwriting, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder he may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter. Any Eligible Shares Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. (a) If the registration Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be, intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to Section 5 and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i)5.1. In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 5 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be, and such Holder) as provided herein. . (b) The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter Underwriter selected for such underwriting by a majority in interest of the Initiating Holders or underwriters participating the Exchangeable Share Initiating Holders, as the case may be. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter and the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the underwriting. registration the right to include additional Registrable Securities in proportion (as nearly as practicable) to the total amount of Registrable Securities held by each such Holder. (c) Notwithstanding any other provision of this Section 35, if the managing underwriter Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter Underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in the registration and underwriting; provided, however, that the number of shares of Registrable Securities offered by the Holders and other holders that may be included in the registration and underwriting shall be allocated among the Holders and other holders in proportion, as nearly as practicable, to the respective aggregate amounts of Registrable Securities and other securities entitled to registration held by such Holders and other holders at the time of filing the registration statement. If the Underwriter has not so limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or the account of others in such registration if the Underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting by excluding Eligible Shares will not thereby be limited or the price applicable to the extent so required by such limitation such that the number of Eligible Shares to included Registrable Securities will not thereby be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationreduced.

Underwriting. (a) The distribution of the Registrable Securities covered by the request of the Initiating Holders shall be effected by means of the method of distribution selected by the Holders holding at least two-thirds (2/3) of the Registrable Securities covered by such registration. If the registration such distribution is effected by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) Article 2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting (unless otherwise agreed by the Initiating Holders) to the extent provided herein. The participating Eligible Holders shall . (b) If such distribution is effected by means of an underwriting, the Company (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with a managing underwriter of nationally recognized standing selected for such underwriting by the underwriter or underwriters participating Company and approved by a majority in interest of the underwritingInitiating Holders, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 3Article 2, if the managing underwriter determines underwriter, if any, advises the Initiating Holders in writing that marketing factors (including pricing) require a limitation on of the number of shares to be underwritten, then the Preferred Holders who have requested registration of Registrable Preferred Securities together shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Preferred Securities then held by such Preferred Holders. If after inclusion of such Registrable Preferred Securities, it is possible to include additional shares in such registration, the Original Stockholders who have requested registration together shall share pro rata in the remaining available portion of the registration in question, such sharing to be based upon the number of shares of Original Stockholder Shares then held by such Original Stockholders. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. (c) If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter may limit and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Eligible Shares proposed to Registrable Securities held by other Holders may be included in such registration and underwriting by excluding Eligible Shares (up to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale maximum of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for limitation imposed by the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectusunderwriters), then the Eligible Company shall offer to all Holders shall who have no included (or requested to include) Registrable Securities in the registration the right to withdraw. In include additional Registrable Securities in the event that any Eligible Holder has requested inclusion of Eligible Shares same proportion used in a Shelf Registration initiated by determining the Company, such Eligible Holder shall have the right, but not the obligation, to participate underwriter limitation in any offering of the Company’s equity securities under such shelf registrationthis Section 2.2.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of each Eligible any Holder to registration pursuant to this Section 3(b) subsection 1.2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares 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. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the underwritingunderwriters. Notwithstanding any other provision of this Section 3subsection 1.2, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit Initiating Holders shall so advise all Holders who have elected to participate in such offering, and the number of Eligible Shares proposed to shares of Registrable Securities that may be included in such the registration and underwriting by excluding Eligible Shares shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the extent so required respective amounts of Registrable Securities held by such limitation such that Holders. If any Holder of Registrable Securities disapproves of the number terms of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If (i) In the registration of which event that the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given Primary Stockholder desires to sell Registrable Securities pursuant to Section 3(a)(i). In such eventthe Registration Statement in an underwritten offering, the right of each Eligible Holder to registration pursuant to this Section 3(b) there shall be conditioned upon such Eligible Holder’s participation in such underwriting two joint lead managing underwriters and book runners and each of Parent and the inclusion Primary Stockholder shall, in its sole discretion, select and obtain one investment banking firm of national reputation to be such Eligible Holder’s two joint lead managing underwriters and book runners. If requested by such underwriters for any underwritten offering of Registrable Shares in the underwriting to the extent provided herein. The participating Eligible Holders Securities, Parent shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by Parent and such other terms and provisions as are customarily contained in customary form underwriting agreements with respect to secondary distributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 6(f). Such underwriting agreement shall also contain such representations and warranties by the Primary Stockholder and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 6(f). If requested by such underwriters, Parent shall make available, upon advance notice, such employees as such underwriters may reasonably request to prepare for and participate in any "road show" presentations, provided that such preparation or participation does not materially interfere with the underwriter or underwriters participating performance of such employees' duties. (ii) If, in the underwriting. Notwithstanding any other provision written opinion of this Section 3each of the joint lead managing underwriters, if the managing underwriter determines total amount of securities to be registered in such registration, including Registrable Securities, will exceed the maximum amount of Parent's securities that marketing factors require can be marketed either (A) at a limitation on price reasonably related to the then current market value of such securities, or (B) without otherwise materially and adversely affecting the entire offering, then Parent shall include in such registration only such maximum number of shares to securities which, in the reasonable opinion of such underwriters, can be underwrittensold in the following order of priority: (1) first, all the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities requested to be included in such registration by the Primary Stockholder, (2) second, all the Registrable Securities requested to be included in such registration by any other Stockholder and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number (3) third, all other shares of Eligible Shares Parent Common Stock to be included by each Eligible Holder shall Parent or any third party exercising rights similar to those granted under this Agreement. To the extent that shares of Parent Common Stock to be determined on a pro rata basis based upon included in the aggregate number Registration Statement must be allocated among the holders of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes Parent Common Stock pursuant to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then clauses (1) if such existing securityholders are Eligible Holders), such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holdersor (3) above, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shares shall be withdrawn from such registration; provided that, if allocated among the underwriter’s counsel reasonably determines applicable holder(s) of Parent Common Stock based on the number of shares of Parent Common Stock that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders holder(s) shall have no right requested to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationbe included therein.

Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i2.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall (Company shall, together with all holders of capital stock of the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected by a majority-in-interest of the underwritingInitiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. If any Holder disapproves of the extent so required by such limitation such that terms of the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration; provided that, registration if the underwriter’s counsel reasonably determines that such withdrawal underwriter so agrees and if the number of Registrable Securities would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 2.2(a). In such event, the right of each Eligible any Holder to include his, her, or its Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares 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. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the underwritingCompany, provided such managing underwriter or underwriters are reasonably acceptable to the Initiating Holders. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in such underwriting and registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number shall not be reduced unless all other securities of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall first entirely excluded from the underwriting before any Eligible Shares are excluded from the underwritingand registration. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company Registrable Securities excluded and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offer, the Company they shall so advise the Eligible Holders Company as a part of their demand made pursuant to this Section 4.3; and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i4.3(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 4.3 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall (Company shall, together with all holders of Registrable Securities of the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected by a majority-in-interest of the underwritingInitiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 34.3, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement (provided that the Co-Investors may allocate the pro rata portion of all Holders that are Co-Investors among such Holders in any manner determined by the Co-Investors). No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration applicable sale of which the Company gives notice securities is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given to be effected pursuant to Section 3(a)(i). In such eventan underwritten public offering, the right of each Eligible Holder any Registration Rightsholder to registration pursuant to this Section 3(b) 7.2 shall be conditioned upon such Eligible Holder’s Registration Rightsholder's participation in such the underwriting and the inclusion of such Eligible Holder’s Registration Rightsholder's Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall All Registration Rightsholders proposing to distribute their securities through such underwriting (together with the Company Corporation and the other stockholders beneficial owners distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the selected for such underwriting. Notwithstanding any other provision provisions of this Section 37.2, if the managing underwriter determines advises the Corporation in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter Registrable Securities and the other securities to be included in any registration and underwriting may limit be limited. In such event, the Corporation shall so advise all Registration Rightsholders and all beneficial owners of such other securities which would otherwise be registered and underwritten pursuant hereto, and the number of Eligible Shares shares of Registrable Securities and such other outstanding securities (if any) that may be included in the registration and underwriting shall be allocated among all Registration Rightsholders and other beneficial owners thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and such other securities that were proposed to be sold by such Registration Rightsholders and other beneficial owners. In the event of any conflict between the terms of Section 7.1.2 and the terms of this Section 7.2.2, the terms of Section 7.1.2 shall prevail. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Registration Rightsholder disapproves of the terms of the underwriting, he may elect to withdraw therefrom by written notice to the Corporation and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be included in such registration and underwriting by excluding Eligible Shares (up to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale maximum of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for limitation imposed by the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectusunderwriters), then the Eligible Holders Corporation shall offer to all Registration Rightsholders who have no included Registrable Securities in the registration the right to withdrawinclude additional shares in the same proportion used in effecting the limitation referred to above in this Section 7.2. In The Corporation shall undertake any reasonable measures within its control to cause the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate Registrable Securities sold in any underwritten public offering of the Company’s equity securities under such shelf registrationto be widely disseminated.

Underwriting. If Subject to the last sentence of Section 3.3(a), if the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i3.3(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 3.3 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders shall (proposing to dispose of their Registrable Securities through such underwriting, together with the Company and the other stockholders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for such underwriting by the underwritingCompany. Notwithstanding any other provision of this Section 33.3, if the managing underwriter determines underwriters shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter Company may limit the number of Eligible Shares proposed Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 3.3. The Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting by excluding Eligible Shares shall be allocated in the following manner: first, to the extent so required by such limitation such that Company and second, to the number of Eligible Shares to be included by each Eligible Holder shall be determined Holders on a pro rata basis based upon on the aggregate total number of Eligible Shares Registrable Securities held by each such Eligible Holderthe Holders; provided, that if any Registrable Securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner. No such reduction shall (i) reduce the securities being offered by the Company proposes for its own account to use proceeds from be included in the sale registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering does not include shares of any Primary Shares to repurchase Common Stockother selling security holders, Units in which event any or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall all of the Registrable Securities of the Holders may be treated as Eligible Shares for excluded in accordance with the purpose of this immediately preceding sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall . No securities excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation by reason of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that marketing limitation shall be included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their demand made pursuant to this Section 1.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i1.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 1.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall (Company shall, together with all holders of capital stock of the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected by a majority-in-interest of the underwritingInitiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 31.2, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. If any Holder disapproves of the extent so required by such limitation such that terms of the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration; provided that, registration if the underwriter’s counsel reasonably determines that such withdrawal underwriter so agrees and if the number of Registrable Securities would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Eligible all Holders as a part of the written notice given lead managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 3(a)(i). In such event, the right of each Eligible Holder to registration pursuant to this Section 3(b2(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting to the extent provided herein. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities Registrable Shares through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters participating managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the underwritingRegistration Statement relating to such Underwritten Offering; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements (1) regarding such Holder and such Holder’s intended method of distribution, (2) required by law or (3) reasonably requested by the underwriters. Notwithstanding any other provision of this Section 3Agreement, if the managing underwriter determines underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in the initial public offering, then the managing underwriter underwriter(s) may limit exclude shares (including Registrable Shares) from the number of Eligible Shares proposed to be IPO Registration Statement and Underwritten Offering, and any shares included in such registration IPO Registration Statement and underwriting by excluding Eligible Shares Underwritten Offering shall be allocated first, to the extent so required by Company, and second, to each of the Holders requesting inclusion of their Registrable Shares in such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined IPO Registration Statement (on a pro rata basis based upon on the aggregate total number of Eligible Registrable Shares then held by each such Eligible HolderHolder who is requesting inclusion); provided, however, that if the number of Registrable Shares to be included in the IPO Registration Statement shall not be reduced unless all other securities of the Company proposes to use proceeds from held by (i) officers, directors, other employees of the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, Company and consultants and (2ii) other holders of the Company’s capital stock with registration rights that are inferior (with respect to such existing securityholders reduction) to the registration rights of the Holders set forth herein, are not Eligible Holders, such Primary Shares shall first entirely excluded from the underwriting before and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement pursuant to Section 2(b), the Holder of such Registrable Shares shall be deemed to have agreed not to effect any Eligible public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, in an Underwritten Offering, or by the Company in any other registration. Once a Holder has elected to include Registrable Shares are excluded from in the underwriting. Any Eligible IPO Registration Statement pursuant to Section 2(b), such Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom only by providing written notice to the Company and the underwritermanaging underwriter(s), delivered prior to the later of (i) two Business Days after the IPO price range is communicated by the Company to such Holder and (ii) ten Business Days prior to the effective date of the IPO Registration Statement. Any Eligible Registrable Shares or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf IPO Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationStatement.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section paragraph 3(a)(i). In such event, the right of each Eligible any Holder to such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s 's participation in such the underwriting arrangements required by this paragraph 3, and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section paragraph 3, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all holders of Registrable Securities and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to shall not be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders reduced unless all other securities are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are first entirely excluded from the underwriting. Any Eligible No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such 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 Holder or other stockholder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationunderwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwritingIn any Underwritten Shelf Take-Down, the Company Initiating Sponsor requesting such Shelf Take-Down shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, have the right of each Eligible Holder to registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting to the extent provided herein. The participating Eligible Holders shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with select the underwriter or underwriters participating in to administer the underwriting. offering, including the lead managing underwriter, which underwriter or underwriters shall be reasonably acceptable to LPL. (a) Notwithstanding any other provision of this Section 3Article IV, if the managing underwriter determines in an Underwritten Shelf Take-Down or a Demand Registration shall advise LPL and the Initiating Sponsor that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of Shares to be underwritten, then LPL shall so advise all Stockholders that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Stockholders at the time of delivery of notice to LPL by the Initiating Sponsor or the Demand Party. (b) Subject to Section 4.5, if any participating Sponsor disapproves of the terms of the underwriting, such Sponsor may elect to withdraw therefrom by written notice to LPL, the underwriter and the participating Sponsor. (c) If there is no limitation on the number of shares Registrable Securities to be underwrittenunderwritten (taking into account the Non-Initiating Stockholders’ or Non-Demanding Parties’ right to participate, as applicable), LPL may include securities for its own account (or for the managing account of other Stockholders) in such underwriting if the underwriter may limit advises the number of Eligible Shares proposed Initiating Sponsor or Demanding Party, as applicable, in writing that, in its or their opinion, LPL (or other Stockholders) securities to be included in such registration and underwriting by excluding Eligible Shares would not be likely to have an adverse effect on the extent so required by such limitation such that price, timing or distribution of the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon securities offered or the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares market for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationoffered.

Underwriting. If the registration Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to Section 7.2 and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i)7.2(a)(i) above. In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 7.2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities held by such Holder. If Other Stockholders shall request inclusion in any registration pursuant to Section 7.2, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance together with the Holders so participating of the further applicable provisions of this Agreement. The participating Eligible Holders Company shall (together with the Company all Holders and the other stockholders distributing Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters participating selected for such underwriting by a majority in interest of the underwritingHolders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 37.2, if the managing underwriter determines underwriters advise the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter may limit Holders shall so advise all Other Stockholders whose securities would otherwise be underwritten pursuant hereto, and the number of Eligible Shares proposed shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by Other Stockholders (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation and if a limitation of the number of shares is still required, the number of shares of Registrable Securities that may be included in the registration shall be allocated among all such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration and at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by excluding Eligible Shares to reason of the extent so required by underwriter's marketing limitation shall be included in such limitation such registration. In the event that the number of Eligible Shares shares of Registrable Securities of any Holder to be included by each Eligible Holder shall in any registration is reduced below 50% of the shares requested to be determined on included in such registration as a pro rata basis based upon the aggregate number result of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes allocations pursuant to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholdersthis Section 7.2(b), then (1) if such existing securityholders are Eligible Holdersregistration shall not be deemed a registration for purposes of Section 7.2(a)(ii). If any Holder of Registrable Securities or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterHolders. Any Eligible Shares or other The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise notify the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i)identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement as provided above. In such event, the The right of each Eligible Holder any such Holder’s Registrable Interests to registration be included in any IPO Registration Statement pursuant to this Section 3(b2(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting Underwritten Offering and the inclusion of such Eligible Holder’s Registrable Shares Interests in the underwriting Underwritten Offering to the extent provided herein. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities Registrable Interests through such underwriting) Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or managing underwriters participating selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the underwritingRegistration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters or as otherwise customary in this type of transaction. Notwithstanding any other provision of this Section 3Agreement, if the managing underwriter determines underwriters determine in good faith that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectusincluded, then the Eligible Holders managing underwriters may exclude shares (including Registrable Interests) from the IPO Registration Statement and the Underwritten Offering and any Common Interests included in the IPO Registration Statement and the Underwritten Offering shall have no right be allocated: (1 ) first, to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.;

Underwriting. If the Holders initiating the registration request under this Section 3.4(b) (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Tality as a part of the written notice given their request made pursuant to this Section 3(a)(i)3.4(b)(i) and Tality shall include such information in the Request Notice. In such event, the right of each Eligible any Holder to include such Holder's Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares 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. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the underwritingHolders of a majority of the Registrable Securities being registered and reasonably acceptable to Tality (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Section 33.4(b), if the managing underwriter determines underwriter(s) advise(s) Tality in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, the managing underwriter may limit then Tality shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Eligible Shares proposed Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities of each Holder requesting registration (including the initiating Holders); provided, however, that the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of Tality and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; providedemployees, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then officers and directors (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders who are not Eligible Holders, such Primary Shares shall also officers or directors of Cadence) of Tality (or any Subsidiary of Tality) are first entirely excluded from the underwriting before any Eligible Shares are excluded from the underwritingand registration. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company Registrable Securities excluded and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i1.5(a)(i). In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 1.5 shall be conditioned upon such Eligible Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 31.5, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. To facilitate the extent so required by such limitation such that allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of Eligible Shares shares allocated to be included by each Eligible any Holder shall be determined on a pro rata basis based upon to the aggregate number nearest 100 shares. If any Holder of Eligible Shares held by each such Eligible Holder; provided, that if Registrable Securities disapproves of the Company proposes to use proceeds from terms of the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to ------------ Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(il.5(a)(i). In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 1.5 shall be conditioned upon such Eligible Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 31.5, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. To facilitate the extent so required by such limitation such that allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of Eligible Shares shares allocated to be included by each Eligible any Holder shall be determined on a pro rata basis based upon to the aggregate number nearest 100 shares. If any Holder of Eligible Shares held by each such Eligible Holder; provided, that if Registrable Securities disapproves of the Company proposes to use proceeds from terms of the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the Investors initiating the above ------------ registration request under this Section 2.2 ("Initiating Holders") intend to ------------------ distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsections 2.2(a) or 2.2(b). In such event, the right of each Eligible any Holder to include his Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares 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. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by the Company (and reasonably satisfactory to a majority in interest of the underwritingInitiating Holders). Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, the managing underwriter may limit and the number of Eligible Shares proposed to Registrable Securities that may be included in such registration the underwriting shall be reduced as required by the underwriter(s) and underwriting by excluding Eligible Shares allocated first to the extent so required by such limitation such that Initiating Holders, second to the number Holders of Eligible Shares Registrable Series B or Registrable Series C Stock, who are not the Initiating Holders, and third to be included by each Eligible Holder shall be determined any other stockholder holding Registrable Securities, on a pro rata basis among such Holders based upon on the aggregate total number of Eligible Shares Registrable Securities then held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company Registrable Securities excluded and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to Section 2.4 and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i2.4(a)(i). In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.4 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting underwriting, and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected for such underwriting by the underwritingInitiating Holders. Notwithstanding any other provision of this Section 32.4, if the managing underwriter determines underwriters advise the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing Initiating Holders shall so advise all holders of Registrable Securities, and the underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in such the registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon on the aggregate total number of Eligible Shares Registrable Securities held by each such Eligible Holder; providedthe Holders. The Company and/or the underwriters may, that if in their sole discretion, round the Company proposes number of securities offered hereunder to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall nearest 100 shares. No securities excluded from the underwriting before by reason of the underwriter's marketing limitation shall be included in such registration. If any Eligible Shares are excluded from Holder of Registrable Securities disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriters and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided provided, however, that, if by the underwriter’s counsel reasonably determines that withdrawal of such withdrawal would materially delay Registrable Securities a greater number of Registrable Securities held by other participating Holders may be included in such registration (up to the registration or require a recirculation maximum of any limitation imposed by the prospectusunderwriters), then the Eligible Company shall allocate such greater number of Registrable Securities to such Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Companyproportion, such Eligible Holder shall have the right, but not the obligationas nearly as practicable, to participate in any offering the respective amount of Registrable Securities held by such participating Holders. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of other shareholders of the Company’s equity securities under Company in such shelf registrationregistration if the underwriter so agrees.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 5.1 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i5.1(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 5.1 shall be conditioned upon such Eligible Holder’s 's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Eligible Holder’s 's Registrable Shares Securities, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company all Holders and the other stockholders distributing holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 35.1, if the managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in such registration and underwriting by excluding Eligible Shares to (provided that securities of other securityholders are not included therein). In the extent so required by such event of a limitation such that on the number of Eligible Shares Registrable Securities to be included by each Eligible Holder in a registration, then the Company shall so advise all Holders and the number of Registrable Securities that may be included in the registration and underwriting shall be determined on a pro rata basis based upon allocated among all Holders thereof in proportion, as nearly as practicable, to the aggregate number respective amounts of Eligible Shares Registrable Securities held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall . No Registrable Securities excluded from the underwriting before by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of Registrable Securities allocated to any Eligible Shares are excluded from Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such Person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationunderwriters may require.

Underwriting. If the Holders initiating the registration request under this Section 3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Company as a part of their request made pursuant to this Section 3 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 3(a). In such event, the right of each Eligible any Holder to include his Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned conditional upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares 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. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the underwritingHolders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 3, if the managing underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that (i) the number of Registrable Securities included in any such registration shall not be reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested and (ii) the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in such underwriting and registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to shall not be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders reduced unless all other securities are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall first entirely excluded from the underwriting before any Eligible Shares are excluded from the underwritingand registration. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company Registrable Securities excluded and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration; provided that, registration if the underwriter’s counsel reasonably determines that underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but and underwriting will not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Investors and Major Common Holders as a part of in the written notice given pursuant to Section 3(a)(i2.5(a). In such event, the right of each Eligible Holder the Investors and Major Common Holders to registration participate in such Registration pursuant to this Section 3(b) 2.5 shall be conditioned upon such Eligible each Investor’s and Major Common Holder’s participation in such underwriting and the inclusion of such Eligible the Investor’s or Major Common Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders All holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in Underwriter’s Representative selected for such underwriting by the underwritingCompany and reasonably acceptable to the Investors. Notwithstanding any other provision of this Section 32.5, if the managing underwriter Underwriter’s Representative determines in good faith that marketing market factors require a limitation on of the number of shares to be underwritten, the managing underwriter Underwriter’s Representative may limit the number of Eligible Shares proposed Registrable Securities to be included in such the Registration and underwriting, and the securities to be sold shall be allocated pursuant to the following priority: (i) first, to the Company, (ii) second, to the CEE Common Holders who have requested inclusion of Registrable Securities in the Company’s registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined underwriting, on a pro rata basis based upon on the total number of Registrable Securities held by such CEE Common Holders, in an amount up to 1,000,000 CEE Merger Shares in the aggregate (the “CEE Base Shares”), if no other CEE Merger Shares have been registered under the Securities Act pursuant to the Shareholders Agreement, (iii) third, to the Investors and Major Common Holders who have requested inclusion of Registrable Securities in the Company’s registration and the underwriting, on a pro rata basis based on the total number of Eligible Shares Registrable Securities held by each such Eligible Holder; Investors or Major Common Holders, and (iv) fourth, to any other holder of Registrable Securities (including the CEE Common Holders for amounts in excess of the CEE Base Shares) who has requested to participate in the offering, provided, however, that if the Company proposes Investors and Major Common Holders are so limited no party shall sell shares in such registration other than the Company, the CEE Common Holders or the Investors and Major Common Holders, if any, requesting to use proceeds from include their Shares in the sale registration. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities of the Investors and Major Common Holders included in the Registration below thirty percent (30%) of the total amount of securities included in such Registration (with at least five percent (5%) to be allocated to each of Sequoia Capital, Foundation Capital, Accel Partners, Madrone Capital and Canyon), unless such offering is the Company’s initial public offering and such Registration does not include shares of any Primary Shares to repurchase other selling stockholders other than the CEE Common StockHolders, Units in which event any or Paired Interests from existing securityholdersall of the Registrable Securities of the Investors and Major Common Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder, then (1) other than the CEE Common Holders, be included in such Registration under this Section 2.5 if such existing securityholders are Eligible Holders, such Primary Shares inclusion would reduce the number of shares which may be included by the Investors and Major Common Holders without written consent of Investors holding at least a majority of the Registrable Securities proposed to be sold in the offering by all Investors. Any Registrable Securities to be sold pursuant to the underwriters’ over-allotment option shall be treated as Eligible allocated pursuant to the following priority: (i) first, any excluded Registrable Securities held by the CEE Common Holders up to the amount of the CEE Base Shares for if no other CEE Merger Shares have been registered under the purpose of this sentenceSecurities Act pursuant to the Shareholders Agreement, (ii) second, any excluded Registrable Securities held by the Investors and Major Common Holders and (2iii) such existing securityholders are not Eligible Holdersthird, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from Registrable Securities held by any other person participating in the underwriting. Any Eligible Holder The number of securities includable by the Investors, Major Common Holders, CEE Common Holders or any other stockholder person may in the discretion of the underwriters, be rounded to the nearest one hundred (100) shares. If a person who has requested inclusion in such Registration disapproves of the terms of any such underwriting, such person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriterUnderwriter’s Representative. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from the Company’s registration statement; provided, however, that if by the withdrawal of such registration; provided thatRegistrable Securities a greater number of Registrable Securities held by other CEE Common Holders, if Investors and Major Common Holders may be included in such Registration under this Section 2.5 (up to the underwriter’s counsel reasonably determines that such withdrawal would materially delay maximum of any limitation imposed by the registration or require a recirculation of the prospectusunderwriters), then the Eligible Company shall offer to all CEE Common Holders, Investors and Major Common Holders shall who have no included Registrable Securities in the Registration the right to withdrawinclude additional Registrable Securities in the same proportion used above in determining the underwriters’ limitation. In If the event that any Eligible Holder Underwriter’s Representative has requested inclusion not limited the number of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, shares to participate in any offering of be underwritten for the Company’s equity account and the account of the CEE Common Holders, Investors and Major Common Holders, the Company may include securities under such shelf registrationfor the account of employees, officers, directors and consultants.

Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their demand made pursuant to this Section 3.2, including the identity of the managing underwriter as determined by the holders of at least 62% of the shares of Registrable Securities held by such Initiating Holders, and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i3.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 3.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall (Company shall, together with the Company and the other stockholders distributing all Holders of shares proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected by the underwritingInitiating Holders holding at least 62% of the shares of Preferred Stock held by Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 33.2, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. If any Holder disapproves of the extent so required by such limitation such that terms of the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration; provided that, registration if the underwriter’s counsel reasonably determines that such withdrawal underwriter so agrees and if the number of Registrable Securities would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to Section 5(a) and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i5(a)(x). In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 5 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders. Notwithstanding any other provision of this Section 35, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then, subject to the provisions of Section 5(a), the Company shall so advise all Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter may limit and the other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Eligible Shares proposed to Registrable Securities held by other Holders may be included in such registration and underwriting by excluding Eligible Shares (up to the extent so required maximum of any limitation imposed by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; providedunderwriters), that if then the Company proposes may offer to use proceeds from all Holders who have included Registrable Securities in the sale registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 5(b). If the registration does not become effective due to the withdrawal of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholdersRegistrable Securities, then either (1) if such existing securityholders are Eligible Holders, such Primary Shares the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as Eligible Shares effected for the purpose purposes of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationSection 5(a)(B).

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders other stockholders holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected by the underwritingCompany. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter may limit Company shall be required to include in the offering only that number of Eligible Shares proposed such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration and underwriting by excluding Eligible Shares to offering, then the extent so required by Registrable Securities that are included in such limitation such that offering shall be apportioned pro rata among the selling Holders based on the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares Registrable Securities held by each all selling Holders or in such Eligible Holder; providedother proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, that in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Public Offering, in which case the selling Holders may be excluded if the Company proposes underwriters make the determination described above and no other stockholder’s securities are included in such offering. If a person who has requested inclusion in such registration as provided above does not agree to use proceeds from the sale terms of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares person shall also be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to from the Company and or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Eligible Shares Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, . If shares are so withdrawn from the registration and if the underwriter’s counsel reasonably determines that number of shares of Registrable Securities to be included in such withdrawal would materially delay registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In include additional securities in the event that any Eligible Holder has requested inclusion registration in an aggregate amount equal to the number of Eligible Shares shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationmanner set forth above.

Underwriting. If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Section 5.01, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, 5.01(a)(i) that the right of each Eligible any Holder to registration pursuant to this Section 3(b) 5.01 shall be conditioned upon such Eligible Holder’s participation in such the underwriting arrangements required by this Section 5.01, and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders shall (Company shall, together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating reasonably acceptable to the Company and a majority in interest of the underwritingInitiating Holders. Notwithstanding any other provision of this Section 35.01, if the managing underwriter determines advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders requesting to be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement; provided that in the event of such limitation on the number of shares to be underwritten, then no shares of stock to be registered for sale by the managing underwriter may limit Company shall be included unless all shares of Registrable Securities requested by the number of Eligible Shares proposed Investors to be included in such registration and underwriting by excluding Eligible Shares to the extent are so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall included. No Registrable Securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such 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 Eligible Shares are excluded from Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2.2(a)(i). In such event, event the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the Company and reasonably acceptable to the Holders holding a majority of the Registrable Securities proposed to be distributed by the Holders through such underwriting. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may may, without requiring any limitation in the number of shares to be registered on behalf of the Company (A) in the case of the Company’s initial registered public offering (if such offering is not made pursuant to Section 2.1), exclude from such registration and underwriting some or all Registrable Securities or (B) in the case of a registered public offering subsequent to the Company’s initial public offering, limit the number of Eligible Shares proposed shares of Registrable Securities to be included in such registration and underwriting by excluding Eligible Shares to not less than twenty-five percent (25%) of the extent securities included in such registration (based on aggregate market values). The Company shall so required by advise all Holders distributing their securities through such underwriting of such limitation such that and the number of Eligible Shares shares of securities that may be included in the registration and underwriting shall be allocated (i) first, to the Company, (ii) second, among all Holders, other than the Founders and the Section 2.6(a) Parties, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be included by each Eligible Holder shall be determined on a pro rata basis based upon such Holders at the aggregate number time of Eligible Shares filing the registration statement, (iii) third, to the Founders and the Section 2.6(a) Parties in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Eligible Holder; provided, that if Holders at the Company proposes to use proceeds from time of filing the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentenceregistration statement, and (2iv) such existing securityholders are not Eligible Holdersfourth, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior among Other Stockholders in proportion to the consummation number of shares proposed to be included in such registration by such Other Stockholders. No shares proposed to be included in **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such registration by any of the offering Other Stockholders shall be included in such registration unless all shares requested to be included by written notice the Holders are included in such registration. 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 Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationnearest 100 shares.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(isubsection 1.2(a)(i). In such event, event the right of each Eligible any Holder to registration pursuant to this Section 3(b) subsection 1.2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The participating Eligible Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other stockholders shareholders distributing their securities shares of common stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for such underwriting by the underwriting. Company. (ii) Notwithstanding any other provision of this Section 3subsection 1.2, if the underwriter managing underwriter such public offering determines that marketing factors require a limitation on of the number of shares of common stock to be underwritten, and (A) if such registration is the managing first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided, however, the number of Registrable Securities to be included in such registration and underwriting by excluding Eligible Shares under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the extent so required respective amounts of Registrable Securities held by each of such limitation such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of Eligible Shares shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by each Eligible Holder shall be determined on a pro rata basis based upon shareholders other than the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders Holders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are first entirely excluded from the underwriting. Any Eligible If any Holder or other stockholder disapproves of the terms of any such underwriting, such Holder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter. Any Eligible Shares or other securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 2.1(a)(i). In such event, the right of each Eligible any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 3(b) 2.1 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected for such underwriting by the underwritingmajority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 32.1, if the managing underwriter determines underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwrittenunderwritten (including Registrable Securities), the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be included excluded from such registration unless all other stockholders’ securities (including securities for the account of the Company) have been first excluded. If a person who has requested inclusion in such registration and underwriting by excluding Eligible Shares as provided above does not agree to the extent so required by terms of any such limitation underwriting, such that the number of Eligible Shares to be included by each Eligible Holder person shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to from the Company and Company, the underwriterunderwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Eligible Shares Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration; provided that, . If shares are so withdrawn from the registration and if the underwriter’s counsel reasonably determines that number of shares to be included in such withdrawal would materially delay the registration or require was previously reduced as a recirculation result of the prospectusmarketing factors pursuant to this Section 2.1(d), then the Eligible Company shall then offer to all Holders shall who have no retained rights to include securities in the registration the right to withdraw. In include additional Registrable Securities in the event that any Eligible Holder has requested inclusion registration in an aggregate amount equal to the number of Eligible Shares in a Shelf Registration initiated by the Companyshares so withdrawn, with such Eligible Holder shall have the rightshares to be allocated among such Holders requesting additional inclusion, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationas set forth above.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i5(a)(i). In such event, event the right of each Eligible any Holder to registration pursuant to this Section 3(b) 5 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for such underwriting by the underwritingCompany. Notwithstanding any other provision of this Section 35, if the managing underwriter determines advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit to whatever extent necessary (including the complete exclusion of all Registrable Securities) the number of Eligible Shares proposed Registrable Securities to be included in such the registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that reducing the number of Eligible Shares to be Registrable Securities included by each Eligible Holder shall be determined on behalf of the Holders, on a pro pro-rata basis based upon on the aggregate total number of Eligible Shares Registrable Securities entitled to registration held by each such Eligible Holder; provided, that if the . The Company proposes to use proceeds from the sale shall advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any Primary Shares to repurchase Common Stocksuch limitations. If any Holder disapproves of the terms of any such underwriting, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder he may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter. Any Eligible Shares or other securities Registrable Securities excluded or withdrawn from such underwriting shall not be withdrawn from included in such registration; provided that. To facilitate the allocation of shares in accordance with the above provisions, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay Company or the registration underwriters may round the number of shares allocated to any Initiating Holder or require a recirculation of Other Holder to the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationnearest one hundred (100) shares.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i2.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall (Company shall, together with all holders of capital stock of the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected by a majority-in-interest of the underwritingInitiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Eligible Shares shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Notwithstanding the foregoing, the number of shares of Registrable Securities proposed to be included in any underwriting and registration covered by this Section 2.2 shall not be reduced unless and until all other securities proposed to be included in such underwriting and registration and underwriting by excluding Eligible Shares to are first excluded in their entirety. If any Holder disapproves of the extent so required by such limitation such that terms of the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration; provided that, registration if the underwriter’s counsel reasonably determines that such withdrawal underwriter so agrees and if the number of Registrable Securities would materially delay not thereby be limited and the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but per share offering price would not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationbe adversely affected.

Underwriting. If reasonably required to maintain an orderly ------------ market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i2.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall (Company shall, together with all holders of capital stock of the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected by a majority-in-interest of the underwritingInitiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. If any Holder disapproves of the extent so required by such limitation such that terms of the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration; provided that, registration if the underwriter’s counsel reasonably determines that such withdrawal underwriter so agrees and if the number of Registrable Securities would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Company as a part of the written notice given their request made pursuant to this Section 3(a)(i2.2 and the Company shall include such information in the Request Notice referred to in Section 2.2(a). In such eventthe event of an underwritten offering, the right of each Eligible any Holder to include its Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares 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. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the underwritingHolders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in such underwriting and registration and underwriting shall not be reduced (x) by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, more than 75% and (2y) such existing securityholders unless all other securities are not Eligible Holders, such Primary Shares shall first entirely excluded from the underwriting before and registration including all shares that are not Registrable Securities and are held by any Eligible Shares other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary. Further, if, as a result of such underwriter cutback, the Holders cannot include in the underwriting all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute the demand Registration to which the Holders are excluded from entitled pursuant to this Section 2.2. If any Holder disapproves of the terms of any such underwriting. Any Eligible , such Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by delivering a written notice to the Company and the underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Eligible Shares or other securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such registration; provided thatHolder, if or the underwriter’s counsel reasonably determines that estates and family members of any such withdrawal would materially delay partners and retired partners and any trusts for the registration or require a recirculation benefit of any of the prospectusforegoing persons, then and for any Holder that is a corporation, the Eligible Holders Holder and all corporations that are affiliates of such Holder, shall have no right be deemed to withdraw. In be a single “Holder,” and any pro-rata reduction with respect to such “Holder” shall be based upon the event that any Eligible Holder has requested inclusion aggregate amount of Eligible Shares shares carrying registration rights owned by all entities and individuals included in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration“Holder,” as defined herein.

Underwriting. If the registration Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of the written notice given request made pursuant to Section 3(a)(i)2.1. In such eventIf Other Stockholders or Holders, to the extent they have any registration rights under Section 2.2, request inclusion of their shares of Common Stock in the underwriting, the right of each Eligible Holder to registration pursuant to this Section 3(bInitiating Holder(s) shall be conditioned upon such Eligible Holder’s participation in such underwriting and offer to include the inclusion shares of Common Stock of such Eligible Holder’s Registrable Shares Holders and Other Stockholders in the underwriting to and may condition such offer on their acceptance of the extent provided hereinfurther applicable provisions of this Section 2. The participating Eligible Holders whose Registrable Securities are to be included in such Registration and the Company shall (together with the Company and the other stockholders distributing all Other Stockholders proposing to distribute their securities shares of Common Stock through such underwriting) enter into an underwriting agreement in customary form for secondary public offerings with the managing underwriter or underwriters participating selected for such underwriting by a majority-in-interest of the Holders whose Registrable Securities are to be included in such Registration subject to approval by the underwritingCompany not to be unreasonably withheld (which underwriters may also include a non-bookrunning co-manager selected by the Company subject to approval by a majority-in-interest of the Holders whose Registrable Securities are to be included in such Registration); provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of any Holder or Other Stockholder greater than the obligations of the Holders under Section 2.7(b) or Section 2.7(d). Notwithstanding any other provision of this Section 32.1, if the managing underwriter determines or underwriters advise the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, some or all of the managing underwriter may limit securities of the number of Eligible Shares proposed to Company held by the Other Stockholders shall be included in excluded from such registration and underwriting by excluding Eligible Shares Registration to the extent so required by such limitation limitation. If, after the exclusion of such that shares held by such Other Stockholders, further reductions are still required due to the marketing limitation, the number of Eligible Shares to be Registrable Securities included in the Registration by each Eligible Holder (including the Initiating Holder(s)) shall be determined reduced on a pro rata basis (based upon on the aggregate number of Eligible Shares held Registrable Securities requested to be included in such registration by each such Eligible Holder; providedHolders), that if the Company proposes by such minimum number of shares as is necessary to use proceeds from the sale of comply with such request. No Registrable Securities or any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall other securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such Registration. If any Eligible Shares are excluded from Holder or Other Stockholder who has requested inclusion in such Registration as provided above disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such Person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by providing written notice to the Company Company, the underwriter and the underwriterInitiating Holder(s). Any Eligible Shares The securities so withdrawn shall also be withdrawn from Registration. If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and executive officers and directors of the Company (whether or withdrawn from not such underwriting shall be withdrawn from Persons have registration rights pursuant to Section 2.2 hereof) may include its or their securities for its or their own account in such registration; provided that, Registration if the underwriter’s counsel reasonably determines that managing underwriter or underwriters and the Company so agree and if the number of Registrable Securities and other securities which would otherwise have been included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but and underwriting will not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If In the event that a registration of which the Company gives notice ------------ pursuant to Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.2 shall be conditioned upon such Eligible Holder’s 's participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected pursuant to the underwritingfinal paragraph of this Section 2.2(b). Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all holders of Registrable Securities and the number of Eligible Shares shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such registration; provided, however, that the number -------- ------- of Eligible Shares Registrable Securities to be included by each Eligible Holder in such underwriting shall not be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders reduced unless all other securities are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are first entirely excluded from the underwriting. Any Eligible No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such 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 Holder to the nearest 100 shares. If any Holder or other stockholder Holders of Registrable Securities disapproves of the terms of the underwriting, such Holder or Holders may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdrawunderwriters may require. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the CompanyInitiating Holders exercise their registration rights pursuant to Section 2.2 hereof, such Eligible Holder Initiating Holders shall have the rightright to select the managing underwriter with respect to such registration; provided, but not the obligationhowever, that such managing underwriter shall be of recognized national standing and shall be reasonably acceptable to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2.5(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.5 shall be conditioned upon such Eligible Holder’s participation in such the underwriting arrangements required by this Section 2.5(b), and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by the Company, but subject to reasonable approval of a majority in interest of the underwritingInitiating Holders. Notwithstanding any other provision of this Section 32.5, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all holders of Registrable Securities who have requested that their shares be included in the registration and underwriting and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such shall not be reduced unless all securities that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall Registrable Securities are first entirely excluded from the underwriting before any Eligible Shares are and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such 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 Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationunderwriters may require.

Underwriting. If If, from time to time, the registration Holders owning Registrable Securities equal to at least 25% of which the Company gives notice is for a registered originally issued Series B Stock so elect, the prospectus relating to such Shelf Registration Statement shall be supplemented so that the offering of all or part of the Registrable Securities included therein shall be in the form of an underwritten public offering involving an underwritingoffering. Upon receipt of the request to supplement the prospectus relating to such Shelf Registration Statement, the Company shall so advise the Eligible Holders as a part of the will promptly give written notice given pursuant of such underwritten offering to Section 3(a)(i)all other Holders holding Registrable Securities included in such Shelf Registration Statement. In such event, the The right of each Eligible any Holder to include Registrable Securities in such underwritten registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in managing Underwriter selected for such underwriting by the Company and reasonably acceptable to a majority of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 32.1, if the managing underwriter determines Underwriter advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit the number Company shall so advise all Holders of Eligible Shares proposed Registrable Securities to be included in such registration underwritten offering and underwriting by excluding Eligible Shares to the extent so required by Company shall include in such limitation such underwritten offering only the aggregate amount of Registrable Securities that the number Underwriter believes may be sold and shall reduce the amount of Eligible Shares Registrable Securities held by the Holders to be included by each Eligible Holder shall be determined on a in such underwritten offering pro rata basis based upon on the aggregate number of Eligible Shares Registrable Securities held by each such Eligible Holder; providedHolders at the time of filing such supplement to the prospectus relating to the Shelf Registration Statement. The Registrable Securities excluded from, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersnot included in, such Primary Shares underwritten offering shall be treated as Eligible Shares remain available for the purpose of this sentence, and (2) resale pursuant to such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationStatement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 3 shall be conditioned upon such Eligible Holder’s participation in such the underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwritingPartnership) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for such underwriting by the underwritingPartnership. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation on of the number of shares units to be underwritten, the managing underwriter Partnership shall so advise all Holders whose securities would otherwise be registered and underwritten pursuant hereto, and the Registrable Securities requested to be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement, or, if so determined by the underwriter, all Registrable Securities shall be excluded from each registration and underwriting. If any Holder disapproves of the terms of any such underwriting, the Holder may limit elect to withdraw therefrom by written notice to the Partnership and the underwriter. If by the withdrawal of such Registrable Securities a greater number of Eligible Shares proposed to Registrable Securities held by other Holders may be included in such registration and underwriting by excluding Eligible Shares (up to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale maximum of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for limitation imposed by the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectusunderwriters), then the Eligible Partnership shall offer to all Holders shall who have no included Registrable Securities in the registration the right to withdraw. In include additional Registrable Securities in the event that any Eligible Holder has requested inclusion of Eligible Shares same proportion used in a Shelf Registration initiated by determining the Company, such Eligible Holder shall have the right, but not the obligation, to participate underwriter limitation in any offering of the Company’s equity securities under such shelf registrationthis Section 3(b).

Underwriting. If the registration Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwritingfirm commitment underwritten offering, the Company they shall so advise the Eligible Company. The Company and the Initiating Holders shall mutually agree upon and shall designate the underwriter or underwriters to be retained in connection therewith as a part of their request made pursuant to Section 2.1(a). The Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i2.1(a)(1). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.1 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting underwritten offering (unless otherwise mutually agreed by at least a majority of the Initiating Holders and such Holder) to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwritingunderwritten offering) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the selected for such underwriting. Notwithstanding any other provision of this Section 32.1, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed any securities to be included in sold on behalf of the Company and any securities of the Company (other than Registrable Securities) held by officers or directors and by other shareholders shall be excluded from such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation, and if a limitation such that of the number of Eligible Shares shares is still required, then the underwriter may limit the number of Registrable Securities to be included by each Eligible Holder in the registration. All Holders proposing to sell shares in such offering shall be determined on a share pro rata basis based upon on the aggregate number of Eligible Shares Registrable Securities held by each such Eligible Holder; provided, that if in the Company proposes number of shares to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from such offering. If any Holder disapproves of the underwriting before any Eligible Shares are excluded from terms of the underwriting. Any Eligible Holder or other stockholder underwritten offering, it may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. (i) If the registration Initiating Holders so elect, such offering of which Registrable Securities shall be in the form of an underwritten offering, and the Company gives notice is shall, if required, amend or supplement the Shelf Registration Statement for a registered public offering involving an underwriting, the Company such purpose. The Initiating Holders shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, have the right of each Eligible Holder to registration pursuant select the underwriter or underwriters to this Section 3(b) administer such offering; provided that such underwriter or underwriters shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting reasonably acceptable to the extent provided herein. Company. (ii) The participating Eligible Holders shall (Company shall, together with the Company and the other stockholders distributing all Holders of Registrable Securities proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected by at least seventy-five percent (75%) of the underwritingInitiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 35.2, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering (a “Cutback Notice”), and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. (iii) If any Holder disapproves of the extent so required by such limitation such that terms of the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders and Founders as a part of the written notice given pursuant to Section 3(a)(i1.3(a)(i). In such event, event the right of each Eligible any Holder or Founder to registration pursuant to this Section 3(b) shall 1.3 will be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of all or part of such Eligible Holder’s Registrable Shares Securities or such Founder’s Founders Stock, as the case may be, in the underwriting to the extent provided hereinin this Agreement. The participating Eligible All Holders shall and Founders proposing to distribute their securities through the underwriting will (together with the Company and the other stockholders distributing their securities through such the underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected by the underwritingCompany. Notwithstanding any other provision of this Section 31.3, if the managing underwriter determines advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may (subject to the limitations set forth below), in the case of the Company IPO only, exclude all Registrable Securities and Founders Stock from the registration and underwriting, or, in all other cases, limit the number of Eligible Shares proposed Registrable Securities and Founders Stock to be included in such the TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon on the aggregate number of Eligible Shares Registrable Securities requested to be registered by each Holder and Founder, provided: (i) that no such limitation will be made with respect to Registrable Securities being offered by Holders who have requested the Company to register such Registrable Securities pursuant to a mandatory registration obligation of the Company in Section 1.2 or one similar thereto; (ii) that no securities held by each such Eligible Holderpersons that are not Holders will be included in the registration and underwriting; provided, that if (iii) no Registrable Securities shall be excluded until all securities held by the Founders have been excluded; and (iv) after the Company proposes IPO, such limitation will not reduce the number of Registrable Securities to use proceeds from be included in the sale registration and underwriting to less than 25 percent of the securities proposed to be included in the registration and underwriting unless this requirement is waived by the holders of a majority of the Registrable Securities otherwise to be included in such registration. The Company will advise all Holders and Founders participating in the registration of any Primary Shares to repurchase Common Stocksuch limitation, Units and the number of shares of Registrable Securities or Paired Interests from existing securityholders, then (1) if Founders Stock that may be included in the registration. If any Holder or Founder disapproves of the terms of any such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder Founder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter. Any Eligible Shares The Registrable Securities or other securities excluded or Founders Stock so withdrawn from such underwriting shall also will be withdrawn from such registration; provided that, . If any shares are so withdrawn and if the underwriter’s counsel reasonably determines that number of Registrable Securities or Founders Stock to be included in such withdrawal would materially delay the registration or require previously was reduced as a recirculation result of the prospectusmarketing factors, then the Eligible Holders Company shall offer to all persons who have no retained the right to withdrawinclude securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion as provided above. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the The Company, such Eligible in its sole discretion, for any reason, may abandon or postpone a proposed registration otherwise subject to this Section 1.3 or withdraw the registration statement, without liability to any Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationor Founder.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i5(a)(i). In such event, event the right of each Eligible any Holder to registration pursuant to this Section 3(b) 5 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for such underwriting by the underwritingCompany. Notwithstanding any other provision of this Section 35, if the managing underwriter determines advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit to whatever extent necessary (including the complete exclusion of all Registrable Securities) the number of Eligible Shares proposed Registrable Securities to be included in such the registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that reducing the number of Eligible Shares to be Registrable Securities included by each Eligible Holder shall be determined on behalf of the Holders, on a pro pro-rata basis based upon on the aggregate total number of Eligible Shares Registrable Securities entitled to registration held by each such Eligible Holder; provided, that if the . The Company proposes to use proceeds from the sale shall advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any Primary Shares to repurchase Common Stocksuch limitations. If any Holder disapproves of the terms of any such underwriting, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder he may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter. Any Eligible Shares or other securities Registrable Securities excluded or withdrawn from such underwriting shall not be withdrawn from included in such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 2.2(a). In such eventaddition, the right of each Eligible any Holder to include his Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares 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. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to a majority of the Holders participating in the underwritingsuch offering. Such underwriting agreement shall include a market stand-off agreement of up to 180 days if required by such underwriter. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders). If any such exclusion causes less than 50% of the number of shares of Registrable Securities as to which registration was requested by the Holders to be underwrittenregistered, such registration may be withdrawn at the managing underwriter may limit request of a majority of the number Holders of Eligible Shares proposed Registrable Securities to be included in such registration and underwriting by excluding Eligible Shares to the extent offering and, if so required by withdrawn within ten (10) days after such limitation Holders are notified of such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersexclusion, such Primary Shares registration shall be treated as Eligible Shares not constitute a request for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwritingregistration under Section 2.2(e). Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company Registrable Securities excluded and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of each Eligible any Holder to registration pursuant to this Section 3(b) subsection 1.2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares 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. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the underwritingunderwriters. Notwithstanding any other provision of this Section 3subsection 1.2, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit Initiating Holders shall so advise all Holders participating in the registration, and the number of Eligible Shares proposed to shares of Registrable Securities that may be included in such the registration and underwriting by excluding Eligible Shares shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the extent so required respective amounts of Registrable Securities held by such limitation such that Holders. If any Holder disapproves of the number terms of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise give written notice to the Eligible Holders as a part who elected to be included in the IPO Registration Statement of the written notice given pursuant to Section 3(a)(i)names of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement. In such event, the The right of each Eligible Holder any such Holder’s Registrable Shares to registration be included in any IPO Registration Statement pursuant to this Section 3(b2(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting Underwritten Offering undertaken pursuant thereto and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting Underwritten Offering to the extent provided herein. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities Registrable Shares through such underwriting) Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or managing underwriters participating selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the underwritingIPO Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements (including indemnitees) with the Company or the underwriters other than representations, warranties or agreements (including indemnitees) as are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Section 3Agreement, if at any time the managing underwriter determines underwriters determine in good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriter underwriters may limit exclude shares (including Registrable Shares) from the number of Eligible Shares proposed to be IPO Registration Statement and the Underwritten Offering, and any shares included in such registration the IPO Registration Statement and underwriting by excluding Eligible Shares the Underwritten Offering shall be allocated, first, to the extent so required by such limitation such that Company, second, to each of the number Holders (other than the Management Holders) requesting inclusion of Eligible their Registrable Shares to be included by each Eligible Holder shall be determined in the IPO Registration Statement (on a pro rata basis based upon on the aggregate total number of Eligible Registrable Shares held then requested for inclusion by each such Eligible Holder), and third, to each of the Management Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then requested for inclusion by each such Holder); provided, however, that if the number of Registrable Shares (other than the Management Shares) to be included in the IPO Registration Statement shall not be reduced unless all other securities of the Company proposes to use proceeds from held by (i) the sale of any Primary Shares to repurchase Common StockCompany’s trustees, Units or Paired Interests from existing securityholdersofficers, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, other employees and consultants; and (2ii) other holders of the Company’s capital stock with registration rights that are inferior (with respect to such existing securityholders reduction) to the registration rights of the Holders set forth herein, are not Eligible Holders, such Primary Shares shall first entirely excluded from the underwriting before and registration. If any Eligible Shares are excluded from Holder disapproves of the underwriting. Any Eligible terms of any such Underwritten Offering, such Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by providing written notice to the Company and the underwritermanaging underwriters, delivered not later than the later of (a) forty-five (45) days after the initial filing date of the IPO Registration Statement and (b) five (5) Business Days prior to the date the preliminary prospectus is printed; provided, however, in the event the IPO Registration Statement is not declared effective by the Commission within one hundred twenty (120) Business Days following delivery by the Company of notice to the Holders of their initial opportunity to include all or any part of the Registrable Shares then held by such Holders in the IPO Registration Statement, unless a road show for the Underwritten Offering pursuant to the IPO Registration Statement is in progress at such time, the Company shall promptly provide written notice to all Holders who have elected to be included in the IPO Registration Statement giving them another opportunity to elect to withdraw from the pending IPO Registration Statement, and each Holder desiring to withdraw from such IPO Registration Statement shall, within ten (10) Business Days after receipt of the above-described written notice by the Company, provide notice to the Company and the managing underwriter of such election. Any Eligible Registrable Shares or other securities excluded or withdrawn from such underwriting Underwritten Offering shall be excluded and withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf IPO Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationStatement.

Underwriting. If the registration Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of the written notice given their request made pursuant to Section 3(a)(i2(a). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) include such Holder’s Registrable Securities in such Registration shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting to the extent provided herein. If Other Stockholders request inclusion of their Securities in the underwriting, the Holders shall offer to include the Securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The participating Eligible Holders whose shares are to be included in such Registration and the Company shall (together with the Company and the other stockholders distributing all Other Stockholders proposing to distribute their securities Securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected for such underwriting by the underwritingInitiating Holder(s) and reasonably acceptable to the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 2(f)(ii) hereof. Notwithstanding any other provision of this Section 32(a), if the managing representative of the underwriter determines advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed to Securities held by Other Stockholders shall be included in excluded from such registration and underwriting by excluding Eligible Shares Registration to the extent so required by such limitation limitation. If, after the exclusion of such that Securities held by Other Stockholders, further reductions are still required, the number of Eligible Shares to be Registrable Securities included in the Registration by each Eligible Holder shall be determined reduced on a pro rata basis (based upon on the aggregate number of Eligible Shares Registrable Securities held by each such Eligible Holder; provided), that if the Company proposes by such minimum number of Registrable Securities as is necessary to use proceeds from the sale of comply with such request. No Registrable Securities or any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall other Securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such Registration. If any Eligible Shares are excluded from Other Stockholder who has requested inclusion in such Registration as provided above disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such Person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by providing prompt written notice to the Company Company, the underwriter and the underwriterInitiating Holder(s). Any Eligible Shares or other securities excluded or The Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided thatRegistration. In addition to the other rights of the Holders contained herein, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay underwriter has not limited the registration number of Registrable Securities or require a recirculation other Securities to be underwritten, the Company and officers and directors of the prospectus, then Company may include its or their Securities for its or their own account in such Registration if the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering representative of the Company’s equity securities under underwriter so agrees and if the number of Registrable Securities and other Securities which would otherwise have been included in such shelf registrationRegistration and underwriting will not thereby be limited.

Underwriting. If (a) The distribution of the Registrable Securities covered by the registration on Form S-3 shall be effected by means of which the Company gives notice method of distribution selected by the Holders holding two-thirds (2/3) of the Registrable Securities covered by such registration. If such distribution is for a registered public offering involving effected by means of an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) Article 4 shall be conditioned upon such Eligible Holder’s participation in such underwriting underwriting, if any, and the inclusion of such Eligible Holder’s Registrable Shares Securities in such underwriting. (b) If the underwriting distribution of the Registrable Securities pursuant to this Section 4.2 is effected by means of an underwriting, the extent provided herein. The participating Eligible Holders shall Company (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with a managing underwriter of nationally recognized standing selected for such underwriting by a majority in interest of the underwriter or underwriters participating in Holders requesting registration on Form S-3 and approved by the underwritingCompany, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 3Article 4, if the managing underwriter determines advises the Holders in writing that marketing factors (including pricing) require a limitation on of the number of shares to be underwritten, then the Holders of Registrable Preferred Securities participating in an offering pursuant to Section 4.1 together shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Preferred Securities then held by such Holders. If after the inclusion of such Registrable Preferred Securities, it is possible to include additional shares in such registration, the Original Stockholders participating in an offering pursuant to Section 4.1 together shall share pro rata in the remaining available portion of the registration in question, such sharing based upon the number of shares of Original Stockholder Shares then held by such participating Original Stockholders. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. (c) If the distribution of the Registrable Securities pursuant to this Section 4.2 is effected by means of an underwriting and if any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter may limit and the Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such securities a greater number of Eligible Shares proposed to Registrable Securities held by other Holders may be included in such registration and underwriting by excluding Eligible Shares (up to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale maximum of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for limitation imposed by the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectusunderwriters), then the Eligible Company shall offer to all Holders shall who have no included (or requested to include) Registrable Securities in the registration the right to withdraw. In include additional Registrable Securities in the event that any Eligible Holder has requested inclusion of Eligible Shares same proportion used in a Shelf Registration initiated by determining the Company, such Eligible Holder shall have the right, but not the obligation, to participate underwriter limitation in any offering of the Company’s equity securities under such shelf registrationthis Section 4.2.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of the written notice given their request made pursuant to Section 3(a)(i2(a)(i). In such eventIf Other Stockholders request inclusion of their securities in the underwriting, the right of each Eligible Holder Holders shall offer to registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and include the inclusion securities of such Eligible Holder’s Registrable Shares Other Stockholders in the underwriting to and may condition such offer on their acceptance of the extent provided hereinfurther applicable provisions of this Section 2. The participating Eligible Holders whose shares are to be included in such registration and the Company shall (together with the Company and the other stockholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected for such underwriting by the underwritingInitiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 32(a), if the managing underwriter determines representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter representative may limit the number of Eligible Shares proposed Registrable Securities to be included in such the registration and underwriting by excluding Eligible Shares in accordance with the Allocation Priority set forth in Section 2(b)(ii); provided that such allocation shall be made in the following manner: (i) first, Pro Rata (as defined below) to Registrable Securities and securities entitled to registration under the extent so required by such limitation such that Series B Registration Rights Agreement (as defined below), regardless of the number of Eligible Shares shares that can be sold without exceeding the Maximum Number of Shares; (ii) second, to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, securities that if the Company proposes desires to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentencesell, and (2iii) third, securities for the account of Other Stockholders that the Company is obligated to register pursuant to written contractual arrangements with such existing securityholders are not Eligible Holderspersons that can be sold, Pro Rata, in the case of (ii) and (iii) without exceeding the Maximum Number of Shares. If any Holder or Other Stockholder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder Person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by providing written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration Investor intends to distribute the Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then it shall so advise the Eligible Holders Company as a part of the written notice given its request made pursuant to Section 3(a)(i)this Clause. In such event, the right of each Eligible Holder the Investor to include its Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned conditional upon such Eligible Holderthe Investor’s participation in such underwriting and the inclusion of such Eligible Holderthe Investor’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders Investor shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the underwritingInvestor and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3Clause, if the managing underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise the Investor, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Investor and each of the Existing Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Person requesting registration; provided, however, that the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in such underwriting and registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to shall not be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders reduced unless all other Securities are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall first entirely excluded from the underwriting before and registration. If the Investor disapproves of the terms of any Eligible Shares are excluded from such underwriting, the underwriting. Any Eligible Holder or other stockholder Investor may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Eligible Shares or other securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration; provided that, registration if the underwriter’s counsel reasonably determines that underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but and underwriting will not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of the written notice given their request made pursuant to Section 3(a)(i)2. In If holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such eventa registration (the "Other Stockholders") request such inclusion, the right of each Eligible Holder Holders shall offer to registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and include the inclusion securities of such Eligible Holder’s Registrable Shares Other Stockholders in the underwriting to and may condition such offer on their acceptance of the extent provided hereinfurther applicable provisions of this Agreement. The participating Eligible Holders whose shares are to be included in such registration and the Company shall (together with the Company and the other stockholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected for such underwriting by the underwritingInitiating Holders holding a majority of Registrable Securities held by the Initiating Holders and reasonably acceptable to the Company and the price, terms and provisions of the underwriting and the offering shall be subject to the approval of the Company and such Initiating Holders. Any affiliate of a Holder may be selected to serve, on an arm's-length basis, as underwriter for an underwritten offering effected pursuant to this Section 2(b). Notwithstanding any other provision of this Section 32, if the managing underwriter determines representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter may limit securities of the number of Eligible Shares proposed to Company held by Other Stockholders shall be included in excluded from such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation limitation. If, after the exclusion of such that shares, further reductions are still required, the number of Eligible Shares to be shares included in the registration by each Eligible Holder shall be determined reduced on a pro rata basis (based upon on the aggregate number of Eligible Shares held shares requested to be included by each such Eligible Holder; provided), that if the Company proposes by such minimum number of shares as is necessary to use proceeds from the sale of comply with such request. No Registrable Securities or any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall other securities excluded from the underwriting before any Eligible Shares by reason of the underwriter's marketing limitation shall be included in such registration. If at least 50% of the Registrable Securities requested to be included in such registration by the Initiating Holders are excluded from by reason of the underwriter's marketing limitation, the registration shall not be counted for purposes of paragraph (B) of Section 2(a)(ii). If any of the Holders or any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such person may elect to withdraw from such underwriting at therefrom without liability to any time prior to the consummation of the offering party by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other The securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration; provided that, registration if the underwriter’s counsel reasonably determines that representative so agrees and if the number of Registrable Securities which would otherwise have been included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but and underwriting will not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If the Holders initiating the registration request ------------ under this Section 2.2 ("Initiating Holders") intend to distribute such ------------------ Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant to Section 3(a)(iother Holders referred to in subsection 2.2(a). In such event, the right of each Eligible any other Holder to include its Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible other Holder’s 's participation in such underwriting and the inclusion of such Eligible other Holder’s 's Registrable Shares Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holder) to the extent provided herein. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the underwritingHolders with the consent of the Company, which will not be unreasonably withheld. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, the managing underwriter may limit and the number of Eligible Shares proposed to Registrable Securities that may be included in such registration and the underwriting by excluding Eligible Shares to the extent so shall be reduced as required by such limitation such that the number underwriter(s) and allocated among the Holders of Eligible Shares to be included by each Eligible Holder shall be determined Registrable Securities on a pro rata basis based upon according to the aggregate number of Eligible Shares Registrable Securities then outstanding held by each such Eligible Holder; provided, that if Holder requesting registration (including the Company proposes to use proceeds from Initiating Holders). If any Holder of Registrable Securities disapproves of the sale terms of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersthe underwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering registration by written notice to the Company Company, the underwriter and the underwriterInitial Holder. Any Eligible Shares or other securities Registrable Securities excluded or and withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i1.5(a)(i). In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) 1.5 shall be conditioned upon such Eligible Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting underwriting, to the extent requested and provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 31.5, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. To facilitate the extent so required by such limitation such that allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of Eligible Shares shares allocated to be included by each Eligible any Holder shall be determined on a pro rata basis based upon to the aggregate number nearest one hundred (100) shares. If any Holder of Eligible Shares held by each such Eligible Holder; provided, that if Registrable Securities disapproves of the Company proposes to use proceeds from terms of the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares The Registrable Securities or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders Registrable Securities shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares not be transferred in a Shelf Registration initiated by public distribution prior to ninety (90) days (one hundred eighty (180) days in the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering case of the Company’s equity securities under Initial Public Offering) after the date of the final prospectus used in such shelf registrationpublic offering.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.1 is for a registered public offering involving an underwritingunderwriting requested by the Initiating Holders, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2.1(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.1 shall be conditioned upon such Eligible Holder’s participation in such the underwriting arrangements required by this Section 2.1, and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in of recognized national standing selected for such underwriting by the Company and reasonably acceptable to the Holders holding a majority of the Registrable Securities proposed to be distributed by the Holders through such underwriting. Notwithstanding any other provision of this Section 32.1, if the managing underwriter determines or underwriters advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that were proposed to be in the registration and notwithstanding anything in Section 2.2 to the contrary, the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be included by such Holders at the time of filing the registration statement; provided, that all Registrable Securities under this Section 2.1 shall be included in such registration and underwriting by excluding Eligible Shares before any other shares are included pursuant to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units Section 2.2 or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall otherwise. No Registrable Securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such 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 Eligible Shares are excluded from Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting. Any Eligible , such Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay underwriters may require. **** Certain information has been omitted and filed separately with the registration or require a recirculation of Securities and Exchange Commission. Confidential treatment has been requested with respect to the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationomitted portions.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 3.1 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i3.1(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 3.1 shall be conditioned upon such Eligible Holder’s participation in such the underwriting arrangements required by this Section 3.1, and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in of recognized national standing selected for such underwriting by the underwritingCompany and reasonably acceptable to a majority of such Holders. Notwithstanding any other provision of this Section 33.1, if the managing underwriter determines advises such Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all holders of Registrable Securities and the number of Eligible Shares shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such registration; provided, however, that the number of Eligible Shares Registrable Securities to be included by each Eligible Holder in such underwriting shall not be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each reduced unless all other securities are first entirely excluded from such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall underwriting. No Registrable Securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such 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 Eligible Shares are excluded from Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting. Any Eligible , such Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterHolders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationunderwriters may require.

Underwriting. If the registration of statement under which the Company gives notice the Piggyback Notice is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i)Registrable Securities. In such event, the right of each Eligible any such Holder to be included in a registration pursuant to this Section 3(b) 2.3 shall be conditioned upon such Eligible Holder’s participation in such underwriting on the terms and conditions agreed by the Company and the underwriters and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided hereinthe underwriters determine in good faith will not jeopardize the success of the offering by the Company. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form (as agreed by the Company and the underwriters) with the underwriter or underwriters selected for such underwriting by the Company and reasonably approved by a majority in interest of the Holders participating in such registration pursuant to this Section 2.3. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the underwritingCompany or the underwriters other than customary representations, warranties or agreements regarding such Holders’ title to Registrable Securities and any written information provided by the Holder to the Company expressly for inclusion in the related registration statement. Notwithstanding any other provision of this Section 3Agreement, if the a managing underwriter determines in good faith that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed to shares that may be included in such registration and excluded from the underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined first allocated fully among Holders of Registrable Securities other than Common Stock into which the Preferred Stock has been converted, and second, among the Holders on a pro rata basis based upon on the aggregate total number of Eligible Shares Registrable Securities held by each such Eligible Holder; provided, that if Holders. No such reduction shall (i) reduce the securities being offered by the Company proposes for its own account to use proceeds from be included in the sale registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any Primary Shares other selling stockholder, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any stockholder (other than a Holder) be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of at least a majority of the Registrable Securities proposed to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if be sold in the offering. If any Holder disapproves of the terms of any such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter, delivered no later than fifteen (15) Business Days prior to the effective date of the registration statement, after which the Holders’ commitment shall become irrevocable. Any Eligible Shares or other securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership or corporation, the partners, retired partners and stockholders of such registration; provided thatHolder, if or the underwriter’s counsel reasonably determines that estates and family members of any such withdrawal would materially delay partners and retired partners and any trusts for the registration or require a recirculation benefit of any of the prospectusforegoing Persons shall be deemed to be a single Holder, then the Eligible Holders shall have no right and any pro rata reduction with respect to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have be based upon the rightaggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holder, but not the obligation, to participate as defined in any offering of the Company’s equity securities under such shelf registrationthis sentence.

Underwriting. If the registration Demand Holder intends to distribute the Registrable Securities covered by its demand by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offer, the Company it shall so advise the Eligible Holders Company as a part of its demand made pursuant to this Section 5.3, and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i5.3(a)(i). In such event, the right of each Eligible any Holder to participate in such registration pursuant to this Section 3(b) 5.3 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall Sponsors (and, if the Demand Holder is a Financial Investor Holder other than a Sponsor Investor, such Demand Holder) will cooperate in good faith to mutually select the underwriter or underwriters for such offer; provided that, a Sponsor will not be entitled to participate in the selection of the underwriter or underwriters unless at least one member of such Sponsor’s Sponsor Investor Group proposes to include its Registrable Securities in such offering. The Company shall, together with all holders of Registrable Securities of the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Demand Holder and reasonably satisfactory to the Company, and each Holder participating in the underwritingsuch underwriting shall perform its obligations under such underwriting agreement. Notwithstanding any other provision of this Section 35.3, if the managing underwriter determines shall advise the Company and the Sponsors (and, if the Demand Holder is a Financial Investor other than a Sponsor Investor, such Demand Holder) participating in such underwritten offering that marketing factors (including an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Eligible Shares proposed to shares of Registrable Securities that may be included in such the registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined allocated in the following manner (except as all Sponsors (and, if the Demand Holder is a Financial Investor other than a Sponsor Investor, such Demand Holder) otherwise may agree in writing): first, among the Holders participating in such underwritten offering on a pro rata basis based upon on the aggregate total number of Eligible Registrable Securities held by such Holders, and second, among any Third Party Holders that are exercising a contractual or other right to dispose of Shares in such underwriting thereof and the Company on a pro rata basis based on the total number of Shares held by each such Eligible Holder; provided, that if Third Party Holders or proposed to be offered by the Company proposes to use proceeds from the sale of any Primary Company. No Registrable Securities or other Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation by reason of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that marketing limitation shall be included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right proposed to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated be offered by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If an Initiating Holder intends to distribute the registration Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall then it will so advise the Eligible Holders Company as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Eligible Holder to registration request made pursuant to this Section 3(b3 and the Company will include such information in the Request Notices referred to in Section 3(a)(ii), Section 3(b)(i) or Section 3(c)(i), as applicable. The Initiating Holder shall select the institution or institutions that shall manage or lead such underwriting, subject to the consent of the Company which shall not be unreasonably withheld, conditioned or delayed. The right of any Holder to include his, her or its Registrable Securities in such Registration will be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in such Registration) to the extent provided herein. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating underwriters. No selling Holder may participate in any underwritten registration pursuant to this Section 3 unless such selling Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the underwritingterms of or in connection with such underwriting agreement. Notwithstanding any other provision of this Section 3, if the managing underwriter determines or underwriters determine(s) in good faith that marketing factors require a limitation on of the number of shares debt securities to be underwrittenunderwritten and so advise(s) in writing the Company and the Holders requesting inclusion of their Registrable Securities in such Registration, then the managing underwriter or underwriters may limit exclude debt securities (including Registrable Securities) from the Registration and underwriting, and the number of Eligible Shares proposed to debt securities that may be included in such registration Registration and underwriting by excluding Eligible Shares will be allocated in the following priority up to the extent so required by Maximum Offering Size, (i) first, to any Holders requesting inclusion of their Registrable Securities in such limitation such that the number of Eligible Shares Registration pursuant to be included by each Eligible Holder shall be determined this Section 3, on a pro rata pari passu basis based upon the aggregate number of Eligible Shares Registrable Securities held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2ii) second to other holders of securities of the Company, with priorities among them as the Company shall so determine. If, as a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Securities in such existing securityholders are not Eligible HoldersRegistration, such Primary Shares shall excluded from then the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from its request to include any or all of its Registrable Securities in such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriterRegistration. Any Eligible Shares or other securities Registrable Securities excluded or and withdrawn from such underwriting shall will be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right Registration and will continue to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationbe Registrable Securities hereunder.

Underwriting. If either Purchaser intends to distribute the registration Registrable Stock covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company such Purchaser shall so advise the Eligible Holders Company as a part of the written notice given its request made pursuant to Section 3(a)(i8(b). In If officers and directors of the Company holding other securities of the Company or if holders of securities of the Company who are entitled, by contract with the Company or otherwise, to have securities included in such eventa registration (the "Other Stockholders") request inclusion in any such underwritten registration, the right Purchaser shall offer to include the shares of each Eligible Holder to registration pursuant to such officers, directors and Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in 8. Each Purchaser requesting such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting to the extent provided herein. The participating Eligible Holders Company shall (together with the Company all officers, directors and the other stockholders distributing Other Stockholders proposing to distribute their securities shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in representative(s) of the underwritingunderwriter(s) selected for such underwriting by the Company and acceptable to such Purchaser. Notwithstanding any other provision of this Section 38.2, if the managing underwriter determines representatives advise such Purchaser in writing that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter may limit shares held by such officers, directors and the number of Eligible Shares proposed to Other Stockholders shall be included in excluded from such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall limitation. No shares so excluded from the underwriting before shall be included in such registration. If any Eligible Shares are excluded from Purchaser requesting such underwriting or any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such Person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterPurchasers. Any Eligible Shares or other securities excluded or The shares so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of shares of Registrable Stock or other shares to be underwritten, the Company may include shares of Common Stock for its own account in such registration; provided that, registration if the underwriter’s counsel reasonably determines that representatives so agree and if the number of shares of Registrable Stock and other shares which would otherwise have been included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but and underwriting will not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If an Initiating Holder intends to distribute the registration Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall then it will so advise the Eligible Holders Company as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of each Eligible Holder to registration request made pursuant to this Section 3(b3 and the Company will include such information in the Request Notices referred to in Section 3(a)(ii), Section 3(b)(i) or Section 3(c)(i), as applicable. The Initiating Holder shall select the institution or institutions that shall manage or lead such underwriting, subject to the consent of the Company which shall not be unreasonably withheld, conditioned or delayed. The right of any Holder to include his, her or its Registrable Securities in such Registration will be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in such Registration) to the extent provided herein. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating underwriters. No selling Holder may participate in any underwritten registration pursuant to this Section 3 unless such selling Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the underwritingterms of or in connection with such underwriting agreement. Notwithstanding any other provision of this Section 3, if the managing underwriter determines or underwriters determine(s) in good faith that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten and so advise(s) in writing the Company and the Holders requesting inclusion of their Registrable Securities in such Registration, then the managing underwriter or underwriters may limit exclude shares (including Registrable Securities) from the Registration and underwriting, and the number of Eligible Shares proposed to shares that may be included in such registration Registration and underwriting by excluding Eligible Shares will be allocated in the following priority up to the extent so required by Maximum Offering Size, (i) first, to any Holders requesting inclusion of their Registrable Securities in such limitation such that the number of Eligible Shares Registration pursuant to be included by each Eligible Holder shall be determined this Section 3, on a pro rata pari passu basis based upon the aggregate number of Eligible Shares Registrable Securities held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2ii) second to other holders of securities of the Company, with priorities among them as the Company shall so determine. If, as a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Securities in such existing securityholders are not Eligible HoldersRegistration, such Primary Shares shall excluded from then the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from its request to include any or all of its Registrable Securities in such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriterRegistration. Any Eligible Shares or other securities Registrable Securities excluded or and withdrawn from such underwriting shall will be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right Registration and will continue to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationbe Registrable Securities hereunder.

Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice given pursuant referred to in Section 3(a)(i2.2(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.2 shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders shall (Company shall, together with all holders of capital stock of the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters participating in selected for such underwriting by the underwritingCompany, which underwriter or underwriters shall be reasonably acceptable to a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwrittenunderwritten (including Registrable Securities) (the “Underwriters’ Maximum Number”), then the managing underwriter may limit the Company will be obligated and required to include in such registration that number of Eligible Shares proposed Registrable Securities requested by all Holders to be included in such registration registration, which does not exceed the Underwriters’ Maximum Number, and underwriting by excluding Eligible Shares to such number of Registrable Securities shall be allocated pro rata among the extent so required by Holders of such limitation such that Registrable Securities on the basis of the number of Eligible Shares Registrable Securities requested to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held therein by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall . No Registrable Securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such registration. If any Eligible Shares are excluded from Holder disapproves of the terms of the underwriting. Any Eligible , such Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares or other securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the Company intends to distribute the Registrable Securities covered by its registration by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2.5(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.5 shall be conditioned upon such Eligible Holder’s participation in such underwriting underwritten offering and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting underwritten offering to the extent provided herein. The participating Eligible Holders shall (Company shall, together with all participating Holders and participating Third Party Holders of Registrable Securities of the Company (if any) proposing (and the other stockholders distributing permitted) to distribute their securities through such underwriting) underwritten offering, enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the managing underwriter or underwriters participating selected for such underwriting by the Company. Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Holders and Third Party Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder or Third Party Holder shall be entitled to participate in such underwritten offering unless such Holder or Third Party Holder, as the underwritingcase may be, completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. Notwithstanding any other provision of this Section 32.5, if the managing underwriter determines or underwriters of a proposed underwritten offering of the Registrable Securities included in a registration pursuant to this Section 2.5 shall advise the Company and the Sponsor Holders that marketing factors require a limitation on have requested to participate in such registration that the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed securities requested to be included in such registration and underwriting by excluding Eligible Shares exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the extent so required by such limitation such that price, timing or distribution of the securities offered or the market for the securities offered, then the number of Eligible Shares shares of Registrable Securities that may be included in such registration shall be (1) first, 100% of the securities that the Company proposes to sell, (2) second, and only if all the securities referred to in clause (1) have been included, the number of Registrable Securities that the Sponsor Holders, Management Holders and Temasek Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be included by each Eligible Holder shall be determined on a allocated pro rata basis among such Sponsor Holders, Management Holders and Temasek Holders that have requested to participate in such registration based upon on the aggregate relative number of Eligible Shares Registrable Securities then held by each such Eligible Sponsor Holder, Management Holder and Temasek Holder (provided, that any securities thereby allocated to a Sponsor Holder, Management Holder or Temasek Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Sponsor Holders, Management Holders and Temasek Holders in like manner), (3) third, and only if all the securities referred to in clause (2) have been included, the number of Registrable Securities that the other Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be allocated pro rata among such other Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (4) fourth, and only if all of the Registrable Securities referred to in clause (3) have been included in such registration, any other securities eligible for inclusion in such registration (including those of any Third Party Holder) that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such registration; provided, that if notwithstanding the Company proposes to use proceeds from foregoing, the sale shares of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if Registrable Securities that may be included in such existing securityholders are Eligible Holders, such Primary Shares registration shall be treated as Eligible Shares for subject to the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall Priority Sell-Down. No securities excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation by reason of the offering by written notice to the Company and the managing underwriter. Any Eligible Shares ’s or other securities excluded or withdrawn from such underwriting underwriters’ marketing limitation shall be withdrawn from included in such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the The right of each Eligible any Holder to registration pursuant to ------------ this Section 3(b) 2 shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders If any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with the Company and the any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating in selected for such underwriting by the underwritingCompany. Notwithstanding any other provision of this Section 32, if the managing underwriter determines advises the Holders registering shares of Common Stock in writing that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter may limit Registrable Securities of the number Holders, the securities of Eligible Shares proposed to the Company and the securities held by any other stockholders distributing their securities through such underwriting shall be included in such registration and excluded from the underwriting by excluding Eligible Shares reason of the underwriter's marketing limitation to the extent so required by such limitation as follows: (a) first, the securities held by such other stockholders distributing their securities through such underwriting shall be excluded in a manner such that the number of Eligible Shares to any shares that may be included by each Eligible Holder such holders are allocated in proportion, as nearly as practicable to the amounts of such securities proposed to be offered by such persons in such registration, (b) if after all securities held by such other stockholders have been excluded and additional shares shall be determined on excluded, Registrable Securities of the Holders shall be excluded in a pro rata basis based upon manner such that the aggregate number of Eligible Shares any Registrable Securities that may be included by such Holders are allocated in proportion, as nearly as practicable to the amounts of Registrable Securities held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2c) if after all securities held by the Holders and such existing securityholders are not Eligible Holdersother stockholders have been excluded and additional shares shall be excluded, such Primary Shares securities of the Company shall excluded from the underwriting before be excluded. If any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder stockholders disapprove of the terms of any such underwriting, he or she may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the managing underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if and shall not be transferred in a public distribution prior to ninety (90) days after the underwriter’s counsel reasonably determines that such withdrawal would materially delay effective date of the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationstatement relating thereto.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of their request made pursuant to SECTION 5.1(i), and the Company shall include such information in the written notice given pursuant to Section 3(a)(iSECTION 5.1(i). The managing underwriter will be selected by a majority in interest of the Initiating Holders, provided that such managing underwriter is reasonably acceptable to the Company. In such event, the right of each Eligible any Holder to include his or her Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares 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. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the underwritingmanaging underwriter. Notwithstanding any other provision of this Section 3SECTION 5.1, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities, and the number of Eligible Shares shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. Neither the Company nor any other holders of Company securities may participate in the proposed offering if any Holders have been cut back pursuant to this SECTION 5.1(ii). No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. To facilitate the extent so required by such limitation such that allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of Eligible Shares shares allocated to be included by each Eligible any Holder shall be determined on a pro rata basis based upon to the aggregate number nearest 100 shares. If any Holder of Eligible Shares held by each such Eligible Holder; provided, that if Registrable Securities disapproves of the Company proposes to use proceeds from terms of the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such registration; provided that, if Registrable Securities shall continue to be subject to the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation terms of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthis Agreement including SECTION 6 hereof.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i1.5(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 1.5 shall be conditioned upon such Eligible Holder’s 's participation in such the underwriting arrangements required by this Section 1.5, and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 31.5, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all holders of Registrable Securities and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. To facilitate the extent so required by such limitation such that allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of Eligible Shares shares allocated to be included by each Eligible any Holder shall be determined on a pro rata basis based upon to the aggregate number nearest 100 shares. If any Holder of Eligible Shares held by each such Eligible Holder; provided, that if Registrable Securities disapproves of the Company proposes to use proceeds from terms of the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationunderwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering of securities involving an underwriting, the Company shall so advise each of the Eligible Holders of Registrable Securities of the same class of securities that are being registered as a part of the written notice given pursuant to Section 3(a)(i2(b)(i)(1). In such event, the right of each Eligible Holder of the Holders to registration pursuant to this Section 3(b2(b) shall be conditioned upon such Eligible Holder’s Holders’ participation in such underwriting and the inclusion of such Eligible Holder’s Holders’ Registrable Shares Securities in the underwriting to the extent provided herein. The participating Eligible Holders whose Registrable Securities are to be included in such registration shall (together with the Company and the other stockholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected for underwriting by the underwritingCompany. Notwithstanding any other provision of this Section 32(b), if the managing representative of the underwriter determines or underwriters determines, based on the good-faith judgment of the underwriter or underwriters, that marketing factors require a limitation on the number of shares securities to be underwritten, the managing representative of the underwriter or underwriters may (subject to the allocation priority set forth below) limit the number of Eligible Shares proposed Registrable Securities to be included in the registration and underwriting to not less than twenty five percent (25%) of the securities included therein (based on the number of securities, or in the case of PIK Notes, the aggregate principal amount of the securities). The Company shall so advise all holders of securities requesting registration, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration (“Demanding Holders”)) shall be excluded from such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation, and, if a limitation such that on the number of Eligible Shares to shares is still required, the number of shares that may be included in the registration and underwriting by each Eligible Holder of the Holders and Demanding Holders shall be determined reduced, on a pro rata basis (based upon on the aggregate number of Eligible Shares Registrable Securities of the class being registered held by each such Eligible Holder; provided), that if by such minimum number of shares as is necessary to comply with such limitation. If any of the Company proposes to use proceeds from Holders or any officer, director or Other Stockholder disapproves of the sale terms of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder holder may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriter. Any Eligible Shares Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Subsection 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(iSubsection 2.5(a)(i). In such event, the The right of each Eligible any Holder to registration pursuant to this Section 3(b) Subsection 2.5 shall be conditioned upon such Eligible Holder’s participation in such the underwriting arrangements required by this Subsection 2.5 and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting underwriting, to the extent requested and provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3Subsection 2.5, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders of Registrable Securities and the number of Eligible Shares proposed shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and underwriting by excluding Eligible Shares to registration. To facilitate the extent so required by such limitation such that allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of Eligible Shares shares allocated to be included by each Eligible any Holder shall be determined on a pro rata basis based upon to the aggregate number nearest one hundred (100) shares. If any Holder of Eligible Shares held by each such Eligible Holder; provided, that if Registrable Securities disapproves of the Company proposes to use proceeds from terms of the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares The Registrable Securities or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders Registrable Securities shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares not be transferred in a Shelf Registration initiated by public distribution prior to ninety (90) days (one hundred eighty (180) days in the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering case of the Company’s equity securities under initial public offering) after the date of the final prospectus used in such shelf registrationpublic offering.

Underwriting. If the registration Requesting Holders intend to distribute the Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company then it shall so advise the Eligible Holders Company as a part of the written notice given pursuant to Section 3(a)(i)Demand Notice, and the Company shall include such information in the Request Notice. In such event, the right of each Eligible any Holder to include his or her Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s 's participation in such underwriting and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to (unless otherwise mutually agreed by the extent Requesting Holders and such Holder) as provided herein. The participating Eligible Holders shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Requesting Holders and reasonably acceptable to the Company. All Holders, whether or not they are participating in such offering, and the underwritingCompany agree not to effect any sale, transfer, assignment, pledge or conveyance of (including, without limitation, taking any short position in) Common Units (or any securities of the Company exchangeable or convertible into Common Units) during the 180-day period beginning on the effective date of a registration statement filed by the Company (except as part of that Registration) pursuant to this Agreement. Notwithstanding any other provision of this Section 34.2 or Section 4.3, if the managing underwriter determines underwriter(s) determine in good faith that marketing factors require a limitation on of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting, and the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed to that will be included in the registration and the underwriting shall be allocated, first to the Requesting Holders and to each of the Holders requesting inclusion of their Registrable Securities in such registration and underwriting by excluding Eligible Shares statement pursuant to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined Section 4.3. on a pro rata basis based upon on the aggregate total number of Eligible Shares Registrable Securities then held by the Requesting Holders and each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice second to the Company and the underwriter. Any Eligible Shares or any other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines holders of Common Units that such withdrawal would materially delay are participating in the registration or require (on a recirculation of basis to be determined between the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that Company and any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationother holders).

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 2.1 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i2.1(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting 2.1, and the inclusion of such Eligible Holder’s Registrable Shares Securities in the underwriting to the extent requested, shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) ), enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by the Company subject to the reasonable approval of a majority in interest of the underwritingInitiating Holders. Notwithstanding any other provision of this Section 32.1, if the managing underwriter determines advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders proposing to include shares in the registration and underwriting, and the number of Eligible Shares proposed to shares that may be included in the registration and underwriting shall be allocated as follows: (i) if the Initiating Holders with respect to the registration was Shamrock or GE Capital, first, pro rata among the Series E Holders requesting inclusion in such registration and underwriting according to the number of Series E Registrable Securities entitled to registration held by excluding Eligible Shares such Holders at the time of filing the registration statement; and second, to the extent so required by available, pro rata among all of the other Holders requesting inclusion in such limitation such that registration according to the number of Eligible Shares Registrable Securities and other securities entitled to be included registration held by each Eligible Holder shall be determined on a such Holders at the time of filing the registration statement; and (ii) if the Initiating Holders with respect to the registration were the Preferred Initiating Holders, pro rata basis based upon among all of the aggregate Holders requesting inclusion in such registration according to the number of Eligible Shares Registrable Securities and other securities entitled to registration held by each such Eligible Holder; provided, that if Holders at the Company proposes to use proceeds from time of filing the sale of any Primary Shares to repurchase Common Stock, Units registration statement. No Registrable Securities or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall other securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such 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 Eligible Shares are excluded from Holder to the nearest 100 shares. If any Holder of Registrable Securities entitled to registration rights disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company and the underwriterCompany. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to, in the case of an initial public offering, one hundred and eighty (180) days after the effective date of such registration and, in the case of a secondary offering, ninety (90) days after the effective date of such registration; provided that, if or in each such case such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationunderwriters may require.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Eligible Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to Section 3(a)(iin subsection 2.2(a). In such event, the right of each Eligible any Holder to include his, her or its Registrable Securities in such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares 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. The participating Eligible All Holders shall (together with the Company and the other stockholders distributing proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingRegistrable Securities held by the Initiating Holders (and reasonably acceptable to the Company). The Company shall not be required to include any securities of any Holder in such underwriting unless such ▇▇▇▇▇▇ accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by a majority in interest of the Registrable Securities held by the Initiating Holders (and reasonably acceptable to the Company), and enters into an underwriting agreement in customary form with such underwriter or underwriters. Notwithstanding any other provision of this Section 32.2, if the managing underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares to be underwritten, the managing underwriter may limit the number of Eligible Shares proposed Registrable Securities to be included in such underwriting and registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number shall not be reduced unless all other securities of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall first entirely excluded from the underwriting before any Eligible Shares are excluded from the underwritingand registration. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company Registrable Securities excluded and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Eligible Holders Company as a part of the written notice given their request made pursuant to Section 3(a)(i2(a). In If Other Stockholders request inclusion of securities of the same class as the Registrable Securities to be included in such eventunderwriting, the right of each Eligible Holder Holders shall offer to registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and include the inclusion securities of such Eligible Holder’s Registrable Shares Other Stockholders in the underwriting to and may condition such offer on their acceptance of the extent provided hereinfurther applicable provisions of this Section 2. The participating Eligible Holders whose securities are to be included in such registration and the Company shall (together with the Company and the other stockholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters participating in selected for such underwriting by the underwritingInitiating Holders and reasonably acceptable to the Company (the “Representative”). Notwithstanding any other provision of this Section 32(a), if the managing Representative advises the Holders in writing that, based on the good-faith judgment of the underwriter determines that or underwriters, marketing factors require a limitation on the number of shares securities to be underwritten, the managing underwriter may limit securities of the number of Eligible Shares proposed to Company held by Other Stockholders shall be included in excluded from such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation limitation. If, after the exclusion of such that securities, further reductions are still required, the number of Eligible Shares to be securities included in the registration by each Eligible Holder shall be determined reduced on a pro rata basis (based upon on the aggregate number of Eligible Shares securities of the same class as the Registrable Securities to be included in the underwriting held by each such Eligible Holder; provided), that if the Company proposes by such minimum number of securities as is necessary to use proceeds from the sale of comply with such request. No Registrable Securities or any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall other securities excluded from the underwriting before by reason of the underwriter’s marketing limitation shall be included in such registration. If any Eligible Shares are excluded from Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting. Any Eligible Holder or other stockholder , such Person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Eligible Shares The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and officers and directors of the Company may include its or withdrawn from their securities of the same class as the Registrable Securities to be included in the underwriting for its or their own account in such underwriting shall be withdrawn from such registration; provided that, registration if the underwriter’s counsel reasonably determines that Representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but and underwriting will not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationthereby be limited.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders each Holder as a part of the written notice given pursuant to Section 3(a)(i2.5(a)(i). In such event, the right of each Eligible any Holder to registration pursuant to this Section 3(b) 2.5 shall be conditioned upon such Eligible Holder’s 's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Eligible Holder’s 's Registrable Shares Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The participating Eligible Holders Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters participating selected for such underwriting by a majority in interest of the underwritingInitiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 32.5, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter may limit Company shall so advise all Holders and the number of Eligible shares of Registrable Securities that may be included in the registration and underwriting shall be allocated, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such 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 Holder to the nearest 100 shares. Notwithstanding the foregoing, in the event that any such underwriter cutback will cause the cutback of 50% or more of the Registrable Securities of the holders of the Series A Shares proposed requested to be included in such registration, then the holders of the Series A Shares may elect to have excluded from such registration the Registrable Securities of all holders of Series A Shares. Such election shall be by the affirmative vote of the holders of 50% or more of the Series A Shares and underwriting by excluding Eligible Shares to the extent so required by shall be effective for all holders of Series A Shares. In such limitation such that case, the number of Eligible demand registrations available to the holders of Series A Shares to shall not be included reduced by each Eligible such registration. If any Holder shall be determined on a pro rata basis based upon disapproves of the aggregate number terms of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holdersunderwriting, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder person may elect to withdraw from such underwriting at any time prior to the consummation of the offering therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any Eligible Shares or The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration; provided that, if or such other shorter period of time as the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registrationunderwriters may require.