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 Holders in a written notice given pursuant to this Section 1.6. In such event, the right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.6, if the managing underwriter 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 of Registrable Securities and the number of 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 number of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.62.2(a). In such event, the right of any Holder to registration pursuant to this Section 1.6 2.2 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (The Company shall, together with the Company and the other holders distributing their securities through such underwriting) all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 1.62.2, if the managing underwriter 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 of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statementstatement 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; provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of unless all other securities, including securities for the total number of shares in Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the case registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the Company’s Initial Public Offering, shall be subject to Section 1.14time of filing the registration statement.

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 Holders in as a part of the written notice given pursuant to this Section 1.68.6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 8.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.68.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 shareholder to the nearest 100 shares. If any Holder or other shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that 8.6, so long as the amount of Registrable Securities otherwise includible includable in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

Underwriting. If In the registration event that the Initiating Holders intend to distribute the Registrable Securities by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.6. In such event, 2.1(a) hereof that the right of any Holder to registration pursuant to this Section 1.6 2.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.1, and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested, shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyHolders holding a majority of the Registrable Securities to be registered. Notwithstanding any other provision of this Section 1.62.1, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration to an amount no less than thirty percent (30%) of the Registrable Securities requested to be registered by the Holders. The securities held and requested to be included in such underwriting by the Company’s directors, officers, employees, consultants and other shareholders shall be reduced completely before any reduction is made to the Registrable Securities held by the Holders. The Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all the Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders them at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

Underwriting. (a) 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 Holders in Company as a written notice given part of their request made pursuant to this Section 1.63, and the Company shall include such information in the written notice referred to in Section 3.1(a). In such event, the The right of any Holder to registration pursuant to this Section 1.6 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. A Holder may elect to include in such underwriting all or a part of such Holder's Registrable Securities. (b) All Holders proposing to distribute their securities through such underwriting an underwritten offering pursuant to this Section 3 shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters. The managing underwriter underwriters or underwriters for any such underwritten offering shall be selected for such underwriting by the Initiating Holder, subject to approval by the Company. , which approval will not be unreasonably withheld. (c) Notwithstanding any other provision of this Section 1.63, if the managing underwriter advises the Company in writing Initiating Holders that marketing factors require a limitation of on the number of shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof thereof, in proportion, proportion (as nearly as practicable, ) to the respective number amount of Registrable Securities held owned by such Holders at the time of filing the registration statementeach Holder; provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include unless all other shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in are first entirely excluded from such registration statement would not thereby be diminishedunderwriting. If any Holder or other holder disapproves of the terms of any such underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration and, if the underwriter so agrees and if the number of Registrable Securities and other securities that would otherwise have been included in the case of the Company’s Initial Public Offering, shall such registration and underwriting will not thereby be subject to Section 1.14limited.

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 Holders in Purchasers as a part of the written notice given pursuant to this Section 1.62(a)(i). In such event, the right of any Holder Purchaser to registration pursuant to this Section 1.6 2 shall be conditioned upon such HolderPurchaser’s participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders Purchasers proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Purchasers distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.62, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to those holders of registration rights under agreements relating thereto in existence immediately prior to the date hereof; third, to Purchasers of Registrable Securities who possess registration rights pursuant to this Agreement; and third, to any stockholder of the Company (other than a Purchaser and other than a stockholder holding registration rights under agreements relating thereto in existence immediately prior to the date hereof). The Company shall so advise all Holders of Registrable Securities Purchasers 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 thereof the Purchasers requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities sought to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationthem. 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 Purchaser to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder Purchaser disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company. For any Purchaser which is a partnership or corporation, the partners, retired partners and shareholders of such Purchaser, or the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from estates and family members of any such registration and, in partners and retired partners and any trusts for the case benefit of any of the Company’s Initial Public Offeringforegoing persons, shall be subject deemed to Section 1.14be a single “Purchasers,” and any pro rata reduction with respect to such “Purchasers” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Purchasers,” as defined in this sentence.

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 Holders in as a part of the written notice given pursuant to this Section 1.6subsection 1.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 subsection 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.6subsection 1.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting; provided, however in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless the Holders holding a majority of the Registrable Securities consent in writing to such a reduction. In the event of a cutback by the managing underwriter of the number of Registrable Securities to be included in the registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all of such Holders, excluding the Holders thereof of Founder Shares, in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account as of the Company) are first excluded, and provided further, that, except in the case date of the Company’s Initial Public Offering (where notice pursuant to subsection 1.3(a)(i). If, after such Holders participate to the full extent they desire in such registration and underwriting, the managing underwriter determines that additional shares of Registrable Securities may be excluded entirely)included, the number of Registrable Securities included in such underwriting shares shall not be reduced below 25% allocated among all of the total number Holders of shares Founder Shares in the underwriting. 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 provisionsproportion, the Company or the underwriters may round the number of shares allocated to any Holder as nearly as practicable, to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount respective amounts of Registrable Securities otherwise includible in held by such registration statement would not thereby be diminishedHolders of Founder Shares. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders Company as part of their request made pursuant to subsection 1.2 and the Company shall include such information in a the written notice given pursuant referred to this Section 1.6in 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 any Holder to registration pursuant to this Section 1.6 subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Companyor underwriters. Notwithstanding any other provision of this Section 1.6subsection 1.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities Holders, and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statementHolders; provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities unless all other securities are first entirely 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedunderwriting. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. The Any Registrable Securities so which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in a written notice given Company as part of their demand made pursuant to this Section 1.61.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice referred to in Section 1.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1.61.2, if the managing underwriter advises shall advise the Company in writing 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 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 shall be allocated pro rata among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingRegistration 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. The Registrable Securities so withdrawn 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 and, in if the case underwriter so agrees and if the number of the Company’s Initial Public Offering, shall Registrable Securities would not thereby be subject to Section 1.14limited.

Underwriting. (a) The distribution of the Registrable Securities covered by the request of the Holders shall be effected by means of the method of distribution selected by the Holders holding a Supermajority 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 Holders in a written notice given pursuant to this Section 1.6. In such event, the right of any Holder to registration pursuant to this Section 1.6 Article 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through . (b) If such underwriting shall distribution is effected by means of an underwriting, the Company (together with the Company and the other holders distributing their securities through Participating Holders in such underwritingUnderwriting) shall use its best efforts to enter into an underwriting agreement in customary form and reasonably acceptable to the Company with the a managing underwriter of nationally recognized standing selected for such underwriting by the CompanyCompany and approved by a Supermajority in interest of the Participating Holders, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 1.6Article 3, if the managing underwriter advises the Company Participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the underwriters may exclude shares requested to be included in such registration. The number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated among all amongst the Participating Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. . (c) If any Participating Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother Participating 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 Registrable Securities held by other Participating Holders may be included in such registration and(up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Participating Holders who have included Registrable Securities in the case of registration the Company’s Initial Public Offering, shall be subject right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 1.143.2.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

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 Holders in a written as part of the notice given pursuant to this Section 1.6. In such event, 5.01(a)(i) that the right of any Holder to registration pursuant to this Section 1.6 5.01 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 5.01, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall, together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by reasonably acceptable to the CompanyCompany and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.65.01, if the managing underwriter 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 of Registrable Securities 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 thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders them at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities provided that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case event of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), such limitation on the number of shares to be underwritten, then no shares of stock to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Investors to be included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingare so included. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

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 Holders in as a part of the written notice given pursuant to this Section 1.6subsection 1.2(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable 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 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 securities Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other holders shareholders distributing their securities shares of common stock through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. . (ii) Notwithstanding any other provision of this Section 1.6subsection 1.2, if the underwriter managing underwriter advises the Company in writing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, then and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of 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 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 registration and underwriting shall be allocated among all Holders thereof requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by each of such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account as of the Company) are first excluded, and provided further, that, except in the case date of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include unless all other shares of Common Stock held common stock being sold by shareholders other than the Holders in a registration statement pursuant to this Section 1.6 to are first entirely excluded from the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedunderwriting. If any Holder or other holder disapproves of the terms of any such underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in a written as part of the notice given pursuant to this Section 1.6Subsection 2.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 Subsection 2.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Subsection 2.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.6Subsection 2.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14initial public offering) after the date of the final prospectus used in such public offering.

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 Holders Company as a part of their request made pursuant to SECTION 5.1(i), and the Company shall include such information in a the written notice given pursuant to this Section 1.6SECTION 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 any Holder to include his or her Registrable Securities in such registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Companyunderwriter. Notwithstanding any other provision of this Section 1.6SECTION 5.1, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities Securities, and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all . Neither the Company nor any other Securities that are not Registrable Securities (other than Securities to be sold for the account holders of the Company) are first excluded, and provided further, that, except Company securities may participate in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirelyproposed offering if any Holders have been cut back pursuant to this SECTION 5.1(ii), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, in the case of the Company’s Initial Public Offering, Registrable Securities shall continue to be subject to Section 1.14the terms of this Agreement including SECTION 6 hereof.

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 Holders in as a part of the written notice given pursuant to this Section 1.65.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.65.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude some or all of the Registrable Securities. The Company shall so advise all Holders of Registrable Securities and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by that each such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except Holder specified in the case of written requests made to the Company’s Initial Public Offering (where Registrable Securities may be excluded entirelyCompany pursuant to Section 5.2(a)(ii), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement shall not be required to register pursuant to this Section 1.6 5.2 the shares of a Holder then eligible for sale pursuant to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedRule 144 without limitation as to volume. If any Holder or other holder of the Holders disapproves of the terms of any such underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, and shall continue to be subject to the terms of this Agreement including the restrictions set forth in Section 1.146.

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 Holders in as a part of the written notice given pursuant to this Section 1.68.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 8.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company, which underwriters shall be reasonably acceptable to a majority in interest of the participating Holders. Notwithstanding any other provision of this Section 1.68.3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders 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 Other Stockholders (other than Registrable Securities 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 of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by which each Holder had requested to be included in such Holders registration at the time of filing and which have not already been included in the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities except with respect to be sold for the account initial public offering of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely)'s securities, the number of shares of Registrable Securities included in such underwriting the registration shall not be reduced below 25constitute less than 30% of the total number of shares securities included in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedoffering. If any Holder of Registrable Securities or other holder any Other Stockholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 each Holder as part of the Holders in a written notice given pursuant to this Section 1.62.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 2.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.62.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among all Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company 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 requested to be included in such registration, then the holders of the Series A Shares may include shares elect to have excluded from such registration the Registrable Securities of Common Stock held all holders of Series A Shares. Such election shall be by shareholders other than Holders in a registration statement pursuant to this Section 1.6 the affirmative vote of the holders of 50% or more of the Series A Shares and shall be effective for all holders of Series A Shares. In such case, the number of demand registrations available to the extent that the amount holders of Registrable Securities otherwise includible in Series A Shares shall not be reduced by such registration statement would not thereby be diminishedregistration. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

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 5.1, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.6. In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 1.6 5.1 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall, together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.65.1, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities 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 thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders them at the time of filing the registration statement; , provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case event of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), such limitation on the number of shares to be underwritten, then no shares of Founder's Stock shall be included unless all shares of Registrable Securities held requested by the Holders other than the Founders, including any shares issued in respect thereof upon conversion or otherwise, to be included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingare so included. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14) after the date of the final prospectus used in such public offering.

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 Holders in a written notice given pursuant to this Section 1.6. In such event, the The right of any Holder to registration ------------ pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders intending to participate in such registration and such Holder with respect to such participation and inclusion) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Company shall (together with the Company and the other holders distributing their securities through such underwritingall Holders selling Registrable Securities) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated allocated, first, among all Holders thereof pro-rata, in proportion to the respective amounts of Registrable Securities held by all such Holders at the time of filing the registration statement and second, to all other holders, in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account securities of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingCompany owned by them. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter’s '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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities and/or other securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If by the withdrawal of such Registrable Securities or other securities, a greater number of Registrable Securities held by other Holders may be included in such registration and(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 case registration the right to include additional Registrable Securities in the same proportion and manner used in determining the effect of the Company’s Initial Public Offeringunderwriter limitation in this Section 1.5(b). If the managing underwriter has not limited the number of Registrable Securities to be underwritten, shall the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be subject to Section 1.14limited.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to ------------ Section 3.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.63.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 3.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 3.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.63.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

Underwriting. If In the event that the Initiating Holders indicate in their written request pursuant to Section 2(a) that a registration of which the Company gives notice pursuant to this Section 2 [Requested Registration] is for a registered public offering involving an underwriting, the Company shall will so advise the Holders in a written as part of the notice given pursuant to this Section 1.62(a)(i). In such event, the right of any Holder Holder, as the case may be, to registration pursuant to this Section 1.6 shall 2 [Requested Registration] will be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2 [Requested Registration], and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested will be limited to the extent provided herein. All The Company (together with all Initiating Holders and Other Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (which underwriter will be acceptable to a majority in interest of the Initiating Holders with such acceptance not to be unreasonably withheld). Notwithstanding any other provision of this Section 1.62 [Requested Registration], if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall will so advise all the Initiating Holders of Registrable Securities and the Other Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall will be allocated among all the Initiating Holders thereof and the Other Holders in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by that such Initiating Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all and Other Shares and all other Securities that are not Registrable Securities (other than Securities Holders have requested pursuant to be sold for the account of the CompanySection 2(a) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included hereof to include in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingregistration. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall will 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 Initiating Holder or Other Holder to the nearest 100 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Initiating Holder or other holder Other Holder disapproves of the terms of any such the underwriting, he such person may elect, unless otherwise agreed in writing by such Initiating Holder or she may elect Other Holder, to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities or other securities so withdrawn shall will also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in a written as part of the notice given pursuant to this Section 1.6l.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14such 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 Holders in as a part of the written notice given pursuant to this Section 1.67.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 7.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company, which underwriters shall be reasonably acceptable to a majority in interest of the participating Holders. Notwithstanding any other provision of this Section 1.67.3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders 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 Other Stockholders (other than Registrable Securities 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 of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by which each Holder had requested to be included in such Holders registration at the time of filing and which have not already been included in the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities except with respect to be sold for the account initial public offering of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely)'s securities, the number of shares of Registrable Securities included in such underwriting the registration shall not be reduced below 25constitute less than 30% of the total number of shares securities included in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedoffering. If any Holder of Registrable Securities or other holder disapproves any Other Stockholder disapprove of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders Company as a part of their request and the Company shall include such information in a its written notice given pursuant to this Section 1.6the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 1.6 4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Companyholders of a majority of the Registrable Securities proposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 1.64, if the managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 4(a) above, the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting inclusion in the registration in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except included in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. To facilitate If the allocation managing underwriter has not limited the number of shares Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in accordance with such registration if the above provisionsunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the underwriters may round other selling stockholders shall bear an equitable share of the number of shares allocated to any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders Registration Expenses in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in connection with such registration statement would not thereby be diminishedand underwriting. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she may such Holder may, subject to Section 7 hereof, elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother 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 Registrable Securities held by other Holders may be included in such registration and(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 case of registration the Company’s Initial Public Offering, shall be subject right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 1.144(b).

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 Holders in a written as part of the notice given pursuant to this Section 1.63.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 3.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 3.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter of recognized national standing selected for such underwriting by the CompanyCompany and reasonably acceptable to a majority of such Holders. Notwithstanding any other provision of this Section 1.63.1, if the managing underwriter advises the Company such Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statementstatement 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; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities to be included in such underwriting shall not be reduced below 25% of the total number of shares in the unless all other securities are first entirely excluded from such underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterHolders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

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 Holders in a written as part of the notice given pursuant to this Section 1.62.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 2.2 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by pursuant to the Companyfinal paragraph of this Section 2.2(b). Notwithstanding any other provision of this Section 1.62.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statementstatement 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; provided, however, that, no that the number -------- ------- of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder Holders of Registrable Securities disapproves of the terms of any such the underwriting, he such Holder or she Holders may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. In the event that the Initiating Holders exercise their registration andrights pursuant to Section 2.2 hereof, in such Initiating Holders shall have the case right to select the managing underwriter with respect to such registration; provided, however, that such managing underwriter shall be of recognized national standing and shall be reasonably acceptable to the Company’s Initial Public Offering, shall be subject to Section 1.14.

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 Holders in a written notice given pursuant to this Section 1.6. In such event, the right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.6, if the managing underwriter 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 of Registrable Securities and the number of 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 number of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders stockholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

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 Holders in as a part of the written notice given pursuant to this Section 1.61.6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter and the Company may reduce the Registrable Securities to be included in such registration to the extent the underwriters deem necessary. The Company shall so advise all Holders of Registrable Securities and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders Holder at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationRegistration Statement. 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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the Company’s Initial Public Offeringregistration statement relating thereto, shall be subject to Section 1.14or such other shorter period of time as the underwriters may require.

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 Holders in a written notice given Company as part of their demand made pursuant to this Section 1.62.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1.62.2, if the managing underwriter advises shall advise the Company in writing 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 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 shall be allocated pro rata among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. The Registrable Securities so withdrawn 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 and, in if the case underwriter so agrees and if the number of the Company’s Initial Public Offering, shall Registrable Securities would not thereby be subject to Section 1.14limited.

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 Holders Company as a part of their request and the Company shall include such information in a its written notice given pursuant to this Section 1.6the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyHolders of a majority of the Registrable Securities proposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 1.6Section, if the managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting inclusion in the registration in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held originally requested by such Holders at the time of filing to be included in the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s 's marketing limitation shall be included in such registration. To facilitate If the allocation managing underwriter has not limited the number of shares Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in accordance with such registration if the above provisionsunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the underwriters may round other selling stockholders shall bear an equitable share of the number of shares allocated to any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders Registration Expenses in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in connection with such registration statement would not thereby be diminishedand underwriting. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother 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 Registrable Securities held by other Holders may be included in such registration and(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 case registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section. If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the Company’s Initial Public Offering, Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be subject to treated as effected for purposes of Section 1.145(a)(C).

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 Holders in a written notice given Company as part of their demand made pursuant to this Section 1.63.2, 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 referred to in Section 3.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All The Company shall, together with all Holders of shares proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating 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 1.63.2, if the managing underwriter advises shall advise the Company in writing 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 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 shall be allocated pro rata among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingRegistration 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. The Registrable Securities so withdrawn 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 and, in if the case underwriter so agrees and if the number of the Company’s Initial Public Offering, shall Registrable Securities would not thereby be subject to Section 1.14limited.

Underwriting. If BALAH, BAII, BANZHI and Vodafone shall include in each of their respective requests for any underwritten public offering made pursuant to Section 7.1.1 the name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration of which requested. The Corporation shall include in the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written notice given referred to in Section 7.1.1 the name or names of such underwriter or underwriters to be employed. If any sale proposed pursuant to this Section 1.6. In such event7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to registration pursuant to this Section 1.6 7.1 shall be conditioned upon such Holder’s Registration Rightsholder's participation in such underwriting and the inclusion of such Registration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Corporation shall (together with the Company and the other holders distributing all Registration Rightsholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholders requesting such registration) with the managing underwriter or underwriters selected for such underwriting by in the Companymanner set forth above. Notwithstanding any other provision provisions of this Section 1.67.1, if the managing underwriter advises the Company Corporation in writing that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, then the Company Corporation shall so advise all Holders beneficial owners of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders thereof the Shareholders requesting such registration in proportion, as nearly as practicablepractical, to the respective number amounts of Registrable Securities held that were proposed to be sold by such Holders at Registration Rightsholders and second, to the time of filing extent that the registration statement; providedlimitation established by the managing underwriter is not exhausted by the Shareholders which requested the registration, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares among the Corporation and all other Securities Persons that are not members of such group of Shareholders which requested the registration in proportion, as nearly as practical, to the respective amounts of Registrable Securities (other than Securities that were proposed to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in by such underwriting shall not be reduced below 25% of the total number of shares in the underwritingPersons. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder Registration Rightsholder disapproves of the terms of any such the underwriting, he or she may elect to withdraw therefrom by written notice to the Company 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(up to the maximum of any limitation imposed by the underwriters), then the Corporation shall offer to all Registration Rightsholders who have included Registrable Securities in the case of registration the Company’s Initial Public Offering, right to include additional Shares in the same proportion used in effecting the limitation referred to above in this Section 7.1. The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities sold in any underwritten public offering to be subject to Section 1.14widely disseminated.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.61.2(a)(i). In such event, the right of any Holder to participate in such registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All . (i) The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.61.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount . (ii) If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice notice, on or before the fifth day prior to the Company effectiveness of the registration statement, to the Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities Securities, and/or other securities so withdrawn shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or other shorter period as the underwriters may require. (iii) 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 purchasers) in such registration and, if the managing underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in the case of the Company’s Initial Public Offering, shall such registration and underwriting will not thereby be subject to Section 1.14limited.

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 Holders Company as a part of their request and the Company shall include such information in a the written notice given pursuant referred to this in Section 1.62(a). In such event, the The right of any Holder to registration pursuant to this Section 1.6 2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to be registered 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. All A Holder may elect to include in such underwriting all or a part of the Registrable Securities such Holder holds. The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Companyunderwriter. Notwithstanding any other provision of this Section 1.62, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 2(a), the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all persons or entities requesting inclusion in the registration as follows: (A) all securities proposed to be offered by any holder other than the Holders or the Company for its own account shall be excluded before any Registrable Securities or securities to be offered for the account of the Company are excluded; (B) Registrable Securities (allocated among all Holders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held proposed to be registered by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities ) shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities before securities to be sold offered for the account of the CompanyCompany are excluded; and (C) are first if, after all Registrable Securities have been excluded, and provided furtheradditional limitations are required, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), then the number of Registrable Securities included in such underwriting shall not securities to be reduced below 25% offered for the account of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation Company 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedexcluded. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother 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 Registrable Securities held by other Holders may be included in such registration and(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 case of registration the Company’s Initial Public Offering, shall be subject right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 1.142(b).

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.61.2(a)(i). In such event, the right of any Holder to participate in such registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.61.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities Securities, and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andsecurities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. 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 purchasers) in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.such

Underwriting. If the registration of which the Company GENESIS gives notice is for a registered public offering involving an underwriting, the Company GENESIS shall so advise the Holders in Purchasers as a part of the written notice given pursuant to this Section 1.68.4.1.1. In such event, event the right of any Holder Purchaser to registration pursuant to this Section 1.6 8.4 shall be conditioned upon upon: 8.4.2.1. such Holder’s Purchaser's participation in such underwriting and the inclusion of such Purchaser's Registrable Securities in the underwriting to the extent provided herein. 8.4.2.2. All Holders Purchasers proposing to distribute their securities through such underwriting shall (together with the Company GENESIS and the any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyGENESIS. Notwithstanding any other provision of this Section 1.68.4, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company managing underwriter may limit the Registrable Securities to be included in such registration. 8.4.2.2.1. GENESIS shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 GENESIS may round the number of shares allocated to any Holder or other shareholder to the nearest 100 shares. 8.4.2.2.2. The Company If any Holder or other shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to GENESIS and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. GENESIS may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 8.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

Underwriting. If the registration of which the Company SuperGen gives notice is for a registered public offering involving an underwriting, the Company SuperGen shall so advise the Holders in as a part of the written notice given pursuant to this Section 1.63.2(a)(i). In such event, event the right of any Holder the Holders to registration pursuant to this Section 1.6 3.2 shall be conditioned upon such Holder’s the Holders' participation in such underwriting and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) SuperGen, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanySuperGen. Notwithstanding any other provision of this Section 1.63.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company managing underwriter and SuperGen may reduce the securities to be included in such registration to the extent the underwriters deem necessary (to zero if necessary). SuperGen shall so advise all Holders of Registrable Securities and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof and holders in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters SuperGen may round the number of shares allocated to any Holder or holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company SuperGen and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to 180 days after the case effective date of the Company’s Initial Public Offeringregistration statement relating thereto, shall be subject to Section 1.14or such other shorter period of time as the underwriters may require.

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 Holders Company as a part of their request and the Company shall include such information in a its written notice given pursuant to this Section 1.6the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyHolders of a majority of the Registrable Securities proposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 1.6Section, if the managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting inclusion in the registration in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held originally requested by such Holders at the time of filing to be included in the registration statement; provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting and registration shall not be reduced below 25% unless all other securities of the total number of shares in Company are first entirely excluded from the underwritingunderwriting and registration. No Registrable Securities excluded from the underwriting by reason of the managing 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 If any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother 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 Registrable Securities held by other Holders may be included in such registration and(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 case registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section. If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the Company’s Initial Public Offering, withdrawing Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be subject to treated as effected for purposes of Section 1.145(a)(D).

Underwriting. If the registration of which the Company AVI gives notice is for a registered public offering involving an underwriting, the Company AVI shall so advise the Holders in as a part of the written notice given pursuant to this Section 1.62.3(a)(i). In such event, event the right of any Holder and the Holders to registration pursuant to this Section 1.6 2.3 shall be conditioned upon such Holder’s the Holders' participation in such underwriting and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) AVI, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyAVI. Notwithstanding any other provision of this Section 1.62.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company managing underwriter and AVI may reduce the securities to be included in such registration to the extent the underwriters deem necessary (to zero if necessary). AVI shall so advise the Holders and all Holders holders of Registrable Securities securities distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof such holders in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such the Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 AVI may round the number of shares allocated to any Holder or holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company AVI and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to 180 days after the case effective date of the Company’s Initial Public Offeringregistration statement relating thereto, shall be subject to Section 1.14or such other shorter period of time as the underwriters may require.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14such 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 Holders in as a part of the written notice given pursuant to this Section 1.62.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 2.3 shall be conditioned upon such Holder’s participation .participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.62.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities Securities, that may be included in the registration and underwriting shall be allocated in the following manner: shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2.3, requested to be included in such registration by stockholders shall be excluded, and if a limitation on the number of shares still is required, the number of Registrable Securities and other securities that have contractual rights with respect to registration that may be included shall be allocated among all the Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities and such other securities held by each such Holders Holder at the time of filing the registration statementRegistration Statement; provided, however, that, no that the aggregate value of securities (including Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities Securities) to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall registration by the Holders may not be so reduced below to less than twenty-five percent (25% %) of the total number value of all securities included in such registration. For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in the underwritingsuch “selling holder,” as defined in this sentence. No Registrable Securities 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 Nothing in accordance with the above provisions, the Company or the underwriters may round this Section 2.3(b) is intended to diminish the number of shares allocated securities to any Holder to be included by the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedunderwriting. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders Company as a part of their request made pursuant to Section 1.2(a) and the Company shall include such information in a the written notice given pursuant referred to this in Section 1.61.2(a)(ii). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided hereinunderwriting. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingsecurities) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CompanyCompany and approved by a majority of the Holders electing to be included in the underwriting. Notwithstanding any other provision of this Section 1.61.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant thereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders thereof of Registrable Securities requesting registration in proportion, as nearly as practicable, to the respective total number of Registrable Securities held by such Holders at the time of filing of the registration statement; provided. In no event, except in the Company's initial public offering, however, that, no shall any Registrable Securities shall Shares be excluded eliminated from the registration until all Worthington Shares, all Other Shares any and all other Securities that are not Registrable Securities (other than Securities to be shares being sold for the account of the Company) Company and for the account of shareholders who are not Holders are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedeliminated. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

Underwriting. If any Warrant Holder making a demand intends to ------------ use an underwriter to distribute the registration of which the Company gives notice is for a registered public offering involving an underwritingRegistrable Securities covered by its request, the Company it shall so advise the Holders Company in a its request and the Company shall include such information in its written notice given pursuant to this Section 1.6other Warrant Holders. In such event, the right of any Warrant Holder to registration pursuant to this Section 1.6 9.1 shall be conditioned upon such Warrant Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to of all of the extent provided hereinRegistrable Securities covered by the request of such Warrant Holder. All Holders proposing to distribute their securities through such underwriting The Company shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing an underwriter selected for such by the Warrant Holders of a majority of the Registrable Securities proposed to be included in the underwriting, but subject to the approval of the Company which shall not be unreasonably withheld. The underwriting by agreement may contain provisions regarding indemnification and contribution from the Company. Notwithstanding any other provision of this Section 1.69.1, if the managing underwriter advises the Warrant Holders and the Company in writing that marketing factors require a limitation of the number of shares of Common Stock to be underwrittenincluded in the underwriting, then all shares in the underwriting shall be excluded from such registration to the extent required by such underwriting limitation on a pro rata basis and the Company shall so advise all Warrant Holders of Registrable Securities that would otherwise be included in such underwriting and registration and the number of shares of Registrable Securities that may be included in the such underwriting and registration and underwriting shall be allocated among all the Warrant Holders thereof of Registrable Securities requesting registration in proportion, as nearly as practicable, to the respective total number of Registrable Securities held by such Warrant Holders at the time of the filing of the registration statement; provided, however, that, no . If the number of shares of Registrable Securities so excluded exceeds twenty percent (20%) of the number of shares of Registrable Securities which the Warrant Holders have requested to be included in such registration, then the Warrant Holders shall be excluded until all Worthington Sharesentitled either (i) to require that the registration be deferred for such period of time as the Warrant Holders, all Other Shares the Company and all other Securities that are not Registrable Securities the underwriter may mutually agree upon, but in no event for more than ninety (other than Securities to be sold for the account 90) days from delivery of a written notice of the CompanyWarrant Holders to the Company requesting such delay or (ii) are first excludedto withdraw the registration request, and provided further, that, except in the case that it shall count as one of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), Warrant Holders' demand registration unless such Warrant Holder reimburses the Company for its pro rata share of the out-of-pocket expenses incurred by the Company in connection with such withdrawn registration request. For purposes of the preceding sentence a Warrant Holder's "pro rata share" shall mean a fraction the numerator of which is the number of Registrable Securities included of such Warrant Holder which were to have been registered in such underwriting shall not be reduced below 25% registration and the denominator of which is the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included which were to have been registered 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 If any Warrant Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Warrant Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterother Warrant Holders delivered at least seven (7) days prior to the Company's execution of an underwriting agreement with respect to the registration. The Registrable Securities so withdrawn also shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 underwritingunderwritten offering, the Company they shall so advise the Holders Company as part of their request made pursuant to Section 1(c) and the Company shall include such information in a the written notice given pursuant referred to this in Section 1.61(a) above. In such event, the The right of any Holder to registration pursuant to this Section 1.6 SECTION 1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders, the underwriters and such Holder with respect to such participation and inclusion) to the extent provided herein. All Holders proposing A Holder may elect to distribute their securities through include in such underwriting all or a part of the Registrable Securities he holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to SECTION 1, or if holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "OTHER SHAREHOLDERS") request such inclusion, the Initiating Holders shall to the extent permitted by applicable laws and regulations, on behalf of all Holders, offer to include the securities of such officers, directors and Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Agreement. The Company shall (together with the Company all Holders, officers, directors and the other holders distributing Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Company; PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Holders greater than the obligations of the Holders pursuant to SECTION 5. Notwithstanding any other provision of this Section 1.6Agreement, if the managing underwriter representative advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the securities of the Company held by officers or directors of the Company and the Other Shareholders (other than Registrable Securities) shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto and the number of shares of Registrable Securities securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities of the Company which they held by such Holders at the time of filing the request for registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities made by the Initiating Holders pursuant to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirelySECTION 1(A), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s '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 If any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible Securities, officer, director or Other Shareholder who has requested inclusion in such registration statement would not thereby be diminished. If any Holder or other holder as provided above disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. The Registrable Securities securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration and, if the underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in the case of the Company’s Initial Public Offering, shall such registration and underwriting will not thereby be subject to Section 1.14limited.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14such registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.61.2(a)(i). In such event, the right of any Holder to participate in such registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.61.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities Securities, and/or other securities so withdrawn shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. 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 purchasers) in such registration and, if the managing underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in the case of the Company’s Initial Public Offering, shall such registration and underwriting will not thereby be subject to Section 1.14limited.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by at least a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14initial public offering) after the date of the final prospectus used in such public offering.

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 Holders in as a part of the written notice given pursuant to this Section 1.61.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 1.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration or exclude them entirely. The Company shall so advise all Holders of Registrable Securities and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders thereof and other holders in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders and other securities held by other holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14registration statement relating thereto.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. All 38 -252- The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution during the case of the Company’s Initial Public Offering, shall be subject to period specified in Section 1.141.15.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Initiating Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Initiating Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities the provisions of Section 1.6 shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for govern the account ability of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number Holders of Registrable Securities included in such underwriting shall not be reduced below 25% of held by the total number of shares in the underwritingInitiating Holders to participate. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14such 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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14such 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 Holders in as a part of the written notice given pursuant to this Section 1.62.6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 2.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.62.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting; provided, however, that except in connection with the -------- ------- Company's initial underwritten public offering of Common Stock (where Registrable Securities may be entirely excluded), the number of Registrable Securities shall not be limited to less than 20% of the aggregate number of shares proposed to be included in such underwriting. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities such limitation and the number of shares of Registrable Securities that may be included in the registration (and underwriting if any) shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held requested by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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 Holders to the nearest 100 shares. The Company may include In no event shall the number of Registrable Shares underwritten in an offering be limited unless and until all shares of Common Stock held by shareholders persons other than Holders in a registration statement pursuant to this Section 1.6 to the extent that holders of the amount of Registrable Securities otherwise includible in Shares and the Company are completely excluded from such registration statement would not thereby be diminishedoffering. If any Holder or other holder disapproves Holders disapprove of the terms of any such underwriting, he such Holder or she Holders may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to 180 days after the case effective date of the Company’s Initial Public Offeringregistration statement relating thereto, shall be subject to Section 1.14or such other shorter period of time as the underwriters may require.

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 Holders in as a part of the written notice given pursuant to this Section 1.61.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 1.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration to a minimum of 30% of the total shares to be included in such underwriting or, in the case of the Company's initial public offering, exclude them entirely. The Company shall so advise all Holders of Registrable Securities and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be first allocated among all Preferred Purchasers and Applied in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Preferred Purchasers and Applied at the time of filing the registration statement, and after satisfaction of the requirements of the Preferred Purchasers and Applied, the remaining shares that may be included in the registration and underwriting shall be allocated among all Holders thereof the Founders in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders Founders at the time of filing of the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities withdrawn from such underwriting shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the case effective date of the registration statement relating thereto (the "Lock-Up Period"); provided, however, that if such registration is not the Company’s Initial Public Offering, 's initial public offering such Lock-Up Period shall be subject to Section 1.14one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a longer period in which case the Lock-Up period shall be specified by the managing underwriter but shall not exceed one hundred eighty (180) days.

Underwriting. If In the event of a registration pursuant to Section 5.1 that the Initiating Holder have requested be effected as part of a firm commitment underwritten public offering or with respect to which the Company gives notice is for a registered public offering involving an underwritingInitiating Holders are required by Section 5.1(a)(ii)(G) to have effected pursuant to this Section 5.1(b), the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.6. In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 1.6 5.1 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements (including arrangements for block trades) required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall, together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.65.1, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities 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 thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders them at the time of filing the registration statement; provided, howeverPROVIDED, thatHOWEVER, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case event of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), such limitation on the number of Registrable Securities shares to be underwritten, then the shares of Company capital stock to be included in such underwriting the registration held by any Company officer or director shall not be reduced below 25% of on a pro rata basis according to the total number of shares to be included in the underwritingsuch registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to ------------ Section 4.1 is for a registered public offering involving an underwriting, the Company shall Initiating Holders will so advise the Company as part of the written request given by such Initiating Holders pursuant to Section 4.1(a), and the Company shall in a written turn advise the Holders as part of the notice given pursuant to this Section 1.64.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 4.1 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 4.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company, but subject to the reasonable approval of a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.64.1, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenunderwritten exceeds the number that can be sold in such offering so as to be likely to have a material adverse effect on the price or amount at which the Initiating Holders can sell their Shares, then the Company shall so advise all Holders of Registrable Securities and Other Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all statement and second among the Other Shares and all other Securities that are not Registrable Securities (other than Securities Holders in proportion to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities shares proposed to be included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingregistration by such Other Holders. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter’s '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 holder to the nearest 100 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder of Registrable Securities or other holder Other Holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in a written as part of the notice given pursuant to this Section 1.6. In such event5.1(a)(i), and the right of any Holder to registration pursuant to this Section 1.6 5.1 shall be conditioned upon such Holder’s 's participation in such underwriting arrangements, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.65.1, if the managing underwriter advises the Company in writing Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities Securities, and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to 120 days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

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 Holders Company as a part of their request made pursuant to Section 2.2 and the Company shall include such information in a the written notice given pursuant referred to this in Section 1.62.2(a). In such event, the The right of any Holder to registration pursuant to this Section 1.6 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the CompanyInitiating Holders. Notwithstanding any other provision of this Section 1.62.2, if the underwriter (or the managing underwriter advises on behalf of the Company in writing underwriters) determines that marketing factors require a limitation of the number of shares to be underwrittenunderwritten and so advises the Initiating Holders in writing, then the Company Initiating Holders 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 Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held owned by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter (or managing underwriter on behalf of all of the underwriters) and the managing underwriterInitiating Holders. 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 and(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 case registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2.2(c). If the underwriter (or managing underwriter on behalf of all of the Company’s Initial Public Offeringunderwriters) has not limited the number of Registrable Securities to be underwritten, shall the Company may include securities for its own account in such registration if the underwriters so agree and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be subject to Section 1.14limited.

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 Holders in a written as part of the notice given pursuant to this Section 1.6. In such event5.1(a)(i), that the right of any Holder to registration pursuant to this Section 1.6 5.1 shall be conditioned upon such Holder’s 's participation in such underwriting arrangements, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.65.1, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities Securities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting registration in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no that the number of shares of -------- ------- Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting and registration shall not be reduced below 25% unless all other securities of the total number of shares in Company are first entirely excluded from the underwritingunderwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, that no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number If any Holder of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14such 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 Holders in as a part of the written notice given pursuant to this Section 1.65.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 5.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.65.1, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit or exclude the Registrable Securities to be included in such registration prior to limiting or excluding the shares held by other holders of registration rights granted by the Company. The Company shall so advise all Holders of Registrable Securities 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 allocated, first, among all Holders thereof holders of Series E Registrable securities, as such term is defined in that Fourth Amended and Restated Rights Agreement dated as of April 6, 1998 by and among the Company and the individuals and entities set forth on Exhibit A thereto, , requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders them at the time of filing the registration statement; provided, howeverand second, that, no Registrable Securities if any shares shall be excluded until left over, among all Worthington Shares, all Other Shares other holders of registration rights granted by the Company requesting to be included in the registration and underwriting and all other Securities that are not Registrable Securities (other than Securities the Holders requesting to be sold for the account of the Company) are first excluded, and provided further, that, except included in the case of registration and underwriting in proportion, as nearly as practicable, to the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number respective amounts of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a them at the time of filing the registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedstatement. If any Holder or other holder disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and Company. Notwithstanding the managing underwriter. The foregoing, the amount of any Registrable Securities so withdrawn shall also be withdrawn from such entitled to inclusion in any registration and, in the case and underwriting of the Company’s Initial Public Offering, Company shall be subject limited or cut back such that the Company is able to Section 1.14register and issue not less than seventy (70%) percent of the total number of shares registered and issued in such offering.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.62.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 2.4 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 2.4, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.62.4, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities Holders, and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting and registration shall not be reduced below 25unless all other securities of the Company are first entirely excluded from the underwriting and registration; provided further, however, that if the number of shares of Registrable Securities to be included in such underwriting or registration is reduced to less than 75% of the total aggregate number of shares in of Registrable Securities originally requested for registration pursuant to Section 2.4(a), then such registration or underwriting shall not be counted as one of the underwritingtwo permitted requests for registration under Section 2.4(a)(D). No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration and such registration andRegistrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

Underwriting. If BALAH, BAII and the ▇▇▇▇▇▇▇ Shareholder Group Notice Party shall include in each of their respective requests for any underwritten public offering made pursuant to Section 7.1.1 the name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration of which requested. The Corporation shall include in the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written notice given referred to in paragraph (a) of Section 7.1.1 the name or names of such underwriter or underwriters to be employed. If any sale proposed pursuant to this Section 1.6. In such event7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to registration pursuant to this Section 1.6 7.1 shall be conditioned upon such Holder’s Registration Rightsholder's participation in such underwriting and the inclusion of such Registration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Corporation shall (together with the Company and the other holders distributing all Registration Rightsholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholder Group requesting such registration) with the managing underwriter or underwriters selected for such underwriting by in the Companymanner set forth above. Notwithstanding any other provision provisions of this Section 1.67.1, if the managing underwriter advises the Company Corporation in writing that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, then the Company Corporation shall so advise all Holders beneficial owners of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders thereof the members of the Shareholder Group requesting such registration in proportion, as nearly as practicablepractical, to the respective number amounts of Registrable Securities held that were proposed to be sold by such Holders at Registration Rightsholders and second, to the time extent that the limitation established by the managing underwriter is not exhausted by the members of filing such Shareholder Group, among the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares Corporation and all other Securities Persons that are not members of such Shareholder Group in proportion, as nearly as practical, to the respective amounts of Registrable Securities (other than Securities that were proposed to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in by such underwriting shall not be reduced below 25% of the total number of shares in the underwritingPersons. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder Registration Rightsholder disapproves of the terms of any such the underwriting, he or she may elect to withdraw therefrom by written notice to the Company 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(up to the maximum of any limitation imposed by the underwriters), then the Corporation shall offer to all Registration Rightsholders who have included Registrable Securities in the case of registration the Company’s Initial Public Offering, right to include additional Shares in the same proportion used in effecting the limitation referred to above in this Section 7.1. The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities sold in any underwritten public offering to be subject to Section 1.14widely disseminated.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall shall, subject to Section 1.17 herein, be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14) after the date of the final prospectus used in such public offering.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting under writing, to the extent requested, to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; , provided, however, that, no that the number of shares of -------- ------- Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14such registration.

Underwriting. If the registration of which the Company Parent gives notice is for a registered public offering involving an underwriting, the Company Parent shall so advise Stockholder as a part of the Holders in a written notice given pursuant to this Section 1.62(a)(i). In such event, the right of any Holder the Stockholder to registration pursuant to this Section 1.6 2 shall be conditioned upon such Holder’s Stockholder's participation in such underwriting and the inclusion of Registrable Securities at least 10,000 shares (or balance owed) of Parent Common Stock in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (Stockholder, together with the Company Parent and the other holders distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyParent. Notwithstanding any other provision of this Section 1.62, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company managing underwriter may limit the number of shares to be included in such registration. Parent shall so advise all Holders of Registrable Securities Stockholder and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following manner: first, to Parent; second, among all Holders thereof of Series A and Series B Registrable Securities (as such terms are defined in the Amended and Restated Investor Rights Agreement dated June 4, 1999 (the "INVESTOR RIGHTS AGREEMENT")), on a pro rata, as converted basis, as nearly as practicable to the respective amounts of Registrable Securities (as defined in the Investor Rights Agreement) held by such holders at the time of filing the Registration Statement; third, to Stockholder; and fourth, among all holders of Registrable Securities who are either an officer or a director of Parent, in proportion, as nearly as practicable, practicable to the respective number amounts of Registrable Securities held by such Holders holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingRegistration Statement. No Registrable Securities shares excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company Parent or the underwriters may round the number of shares allocated to any Holder holder to the nearest 100 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder Stockholder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company Parent and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.7 is for a registered public offering involving an underwriting, the Company . (i) Parent shall so advise each Pipeline Stockholder as part of the Holders in a written notice given pursuant to this Section 1.6. In such event2.7(a)(i), and the right of any Holder Pipeline Stockholder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s Pipeline Stockholder's participation in such the underwriting arrangements and the inclusion of such Pipeline Stockholder's Registrable Pipeline Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. All Holders proposing to distribute their securities through such underwriting . (ii) Parent shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the CompanyInitiating Pipeline Holders (which managing underwriter shall be reasonably acceptable to Parent). Notwithstanding any other provision of this Section 1.62.7(b), if the managing underwriter advises the Company Initiating Pipeline Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Parent shall so advise all Holders of Registrable Pipeline Securities and the number of shares of Registrable Pipeline 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 number amounts of Registrable Pipeline Securities held by such Holders at the time of filing the registration statement; providedPROVIDED, howeverHOWEVER, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Pipeline Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in unless all other Parent securities are first entirely excluded from the underwriting. No Registrable Pipeline Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company Parent or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. . (iii) If any Holder or other holder of Registrable Pipeline Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to Parent, the Company managing underwriter and the managing underwriterInitiating Pipeline Holders. The Registrable Pipeline Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Pipeline Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration and, and Parent shall allow other participating Holders to increase the number of securities to be included in the case registration, on a pro rata basis up to the aggregate amount of the Company’s Initial Public Offering, shall be subject to Section 1.14securities so excluded or withdrawn.

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 Holders in as a part of the written notice given pursuant to this Section 1.62.2(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) Other Holders, if any, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.62.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and managing underwriter may limit the number of shares of Registrable Securities to be included in such registration without requiring any limitation in the number of shares to be registered on behalf of the Company. The Company shall so advise all Holders and Other Holders and the number of shares that may be included in the registration and underwriting by all Holders and Other Holders shall be allocated among all Holders thereof in proportionthem, as nearly as practicable, first, to the Company, second, among the ----- ------ Holders of Registrable Securities in proportion to the respective number amounts of Registrable Securities held by such Holders at the time of filing of the registration statement; provided, howeverand, thatthird, no Registrable Securities shall be excluded until all Worthington Shares, all among the Other Shares and all other Securities that are not Registrable Securities (other than Securities Holders in proportion ----- to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall proposed to be included in such registrationregistration by such Other Holders. 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 Holder to the nearest 100 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder Other Holder disapproves of the terms of any such underwriting, he or she such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s 's Initial Public Offering, shall be subject to Section 1.14) after the date of the final prospectus used in such public offering.

Underwriting. If the registration Holder intends 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 it shall so advise the Holders Company as a part of its request made pursuant to Section 5(a) and the Company shall include such information in a the written notice given pursuant referred to this in Section 1.65(a). In such event, the The right of any the Holder to registration pursuant to this Section 1.6 5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities to be registered in the underwriting to the extent requested and to the extent provided herein. All Holders proposing The Holder may elect to distribute their securities through include in such underwriting all or a part of the Registrable Securities it holds. The Company shall (together with the Company and the other holders distributing all shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the CompanyHolder. Notwithstanding any other provision of this Section 1.65, if the managing underwriter advises the Company Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders shareholders requesting inclusion in the registration as follows: (A) all securities proposed to be offered by the Company for its own account or for the account of holders of securities other than Registrable Securities shall be excluded before any Registrable Securities are excluded; and (B) if, after all non-Registrable Securities have been excluded, additional limitations are required, then the number of Registrable Securities included in the registration shall be allocated among all shareholders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held proposed to be registered by such Holders shareholders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s 's marketing limitation shall be included in such registration. To facilitate If 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she it may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother shareholders. 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 Registrable Securities held by other shareholders may be included in such registration and(up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to Holder in the case 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 Registrable Securities at the behest of the Holder and the withdrawal of the registration is not at the request or on the advice of the Company or the underwriter nor is the result of a material adverse change in the Company’s Initial Public Offering's business, financial condition, results of operations or prospects since the date of the written request of the Holder pursuant to this Section 5 then either (1) the Holder requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) if the Holder fails to make such reimbursement, the aborted registration shall be subject to treated as effected for purposes of Section 1.145(a)(ii)(B).

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this ------------ Section 2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to Section 2(a)(i) of this Section 1.6. Article I. In such event, the right of any Holder to participate in such registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 2(b), and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.62, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities and other holders, if any, distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all Holders thereof and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holders) in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held or other securities requested to be included in such registration by such Holders at the time of filing the registration statementand such other holders; provided, -------- however, that, in no Registrable Securities event shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number amount of Registrable Securities of the Holders ------- included in the offering be reduced below fifty percent (50%) of the total amount of securities included in such underwriting shall not offering (such 50% to be reduced below 25% allocated among the participating Holders pro rata based on the amount of the total number of shares in the underwritingRegistrable Securities --- ---- owned by each Holder). No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s '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 managing underwriter may round the number of shares allocated to any Holder to the nearest 100 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders delivered at least twenty (20) days prior to the anticipated effective date of the registration statement. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other longer period (not to exceed one hundred and eighty (180) days) of time as the managing underwriter may require. If the managing 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 purchasers) in such registration if the managing underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If, pursuant to the provisions of this Section 2, the Company attempts to register Registrable Securities and a majority in interest of the Holders that requested such registration subsequently withdraw from such offering and, in as a result, the case offering of any Registrable Securities does not occur, then such withdrawal shall be deemed a demand registration for purposes of this Section 2 unless either (i) the withdrawal is due to material adverse information which was previously not known to the Holders or (ii) the Registration Expenses of the Company’s Initial Public Offering, shall be subject to Section 1.14.Company are fully reimbursed by the Holders. Company 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 Holders in as a part of the written notice given pursuant to this Section 1.61.3(a)(i). In such event, event the right of any Holder Holders to registration pursuant to this Section 1.6 1.3 (Company Registration) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.61.3 (Company Registration), if the managing underwriter advises the Company in writing underwriters determine that marketing factors require a limitation of the number of shares to be underwritten, then the underwriters and the Company may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting; provided, however, that no Registrable Securities shall be so excluded unless there are first excluded all other securities proposed to be included in such registration (other than securities registered for the account of the Company); and further provided that, except in the Company's first underwritten public offering, the Registrable Securities to be included in such registration may not be limited to less than 25% of the total number of securities to be included in such registration. In the event of any such limitation of the number of shares to be underwritten, the Company shall so advise all Holders of Registrable Securities Participating Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Participating Holders thereof in proportion, as nearly as practicable, to as the respective number amounts of Registrable Registration Right Securities then held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities each Participating Holder bears to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Registration Right 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminishedall Participating Holders. If any Participating Holder or other holder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Any Registrable Securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration andregistration. If shares are withdrawn from registration, the Company may offer to all other Holders offering Registrable Securities in the case of registration the Company’s Initial Public Offeringright to include additional securities in the registration, shall be subject to Section 1.14with such shares being allocated on a pro rata basis among the Holders.

Underwriting. The Initiating Holders shall include in their ------------ request made pursuant to Section 2.1 the name of the managing underwriter ----------- or underwriters, if any, that the majority in interest of such Initiating Holders propose to underwrite the public offering pursuant to the requested registration. SafeGuard will include these underwriters' names in its written notice to the other Holders pursuant to Section 2.1. If the registration of which ----------- sale proposed by the Company gives notice requesting Holders is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written notice given to be effected pursuant to this Section 1.6. In such eventan Underwritten Public Offering, the each Holder's right of any Holder to registration pursuant to this Section 1.6 shall 2.1 will be conditioned upon such Holder’s on its participation in such the ----------- underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided hereinrequested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holders). All SafeGuard shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) use its best efforts to enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such the underwriting by in the Companymanner set forth above. SafeGuard shall take the actions required for compliance with the terms and obligations of the underwriting agreement, and shall furnish the underwriters and their respective representatives reasonable and sufficient access to all information requested for their "due diligence" review of SafeGuard and its operations, subject to the terms of any letter of intent, confidentiality or other agreement between SafeGuard and the underwriter(s). Notwithstanding any other provision provisions of this Section 1.62.1, if if, ----------- in connection with an Underwritten Public Offering, the managing underwriter advises SafeGuard or the Company Initiating Holders in writing that marketing factors require a limitation of that the number of shares to be underwrittenunderwritten be limited, then the Company Initiating Holders shall so advise all SafeGuard (or vice versa) and Holders of Registrable Securities with shares that would otherwise be registered and underwritten pursuant to this Agreement, and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall will be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities were proposed to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwritingby Holders. No The Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall will not be included in such the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she an Underwritten Public Offering may elect to withdraw therefrom by written notice to SafeGuard, the Company managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities so withdrawn shall will also be withdrawn from registration; provided, however, if by the withdrawal of -------- ------- the Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration andUnderwritten Public Offering (subject to any limitation imposed by the underwriters), the requesting Holders will offer to all Holders who have included Registrable Securities in the case of registration the Company’s Initial Public Offering, shall be subject right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 1.14.2(b). ------------

Underwriting. If the registration of which the Company Purchaser gives notice is for a registered public offering involving an underwriting, the Company Purchaser shall so advise the Holders in as a part of the written notice given pursuant to this Section 1.64.2(a)(i) hereof. In such event, event the right of any Holder to have Registrable Shares included in the registration pursuant to this Section 1.6 4.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided hereinunderwriting. All Holders proposing to distribute their securities any Registrable Shares through such underwriting shall (together with the Company Purchaser and the other holders shareholders of the Purchaser distributing their securities shares of Purchaser Common Stock through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyPurchaser. Notwithstanding any other provision of this Section 1.64.2, if the such managing underwriter advises the Company in writing reasonably determines that marketing factors require a limitation of the number of shares of Purchaser Common Stock to be underwrittenincluded in such registration and underwriting, then the Company shall so advise all Holders of Registrable Securities and managing underwriter may exclude or otherwise limit the number of shares of Purchaser Common Stock to be included in such registration and underwriting by shareholders of the Purchaser, including, without limitation, the Holders, prior to the exclusion of any shares to be sold pursuant to such registration and underwriting by the Purchaser. The number of Registrable Securities Shares that may be included in the registration and underwriting shall be allocated among all the participating Holders thereof and other shareholders of the Purchaser participating in such registration and underwriting in proportion, as nearly as practicable, to the respective number numbers of Registrable Securities Shares held by such Holders (and requested to be included in such registration) and the number of shares of Purchaser Common Stock held by such other shareholders (and requested to be included in such registration) at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 Purchaser may round the number of shares allocated to any Holder or shareholder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Purchaser and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in a written notice given pursuant to this Section 1.6. In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders intending to participate in such registration and such Holder with respect to such participation and inclusion) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Company shall (together with the Company and the other holders distributing their securities through such underwritingall Holders selling Registrable Securities) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter is reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Company and all Holders thereof in proportion, as nearly as practicablefollows: First, to the Company so as to permit the Company to include shares that the Company desires to sell, up to, but not in excess of the greater of (A) 50% of the total number of shares which may be included or (B) the amount by which the total number of shares which may be included exceeds the number of shares which all Holders have requested to be included; and second to the participating Holders of Registrable Securities pro rata, in proportion to the respective number amounts of Registrable Securities held by such Holders of Registrable Securities at the time of the filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excludedRegistration Statement, and provided furtherup to, that, except but not in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely)excess of, the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total remaining number of shares in the underwritingwhich may be included. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter’s '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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities so withdrawn 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, or such other shorter period of time as the underwriters may require. If by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration and(up to the maximum of any limitation imposed by the underwriters), then the Company shall use its best efforts to offer to all Holders who have included Registrable Securities in the case registration the right to include additional Registrable Securities in the same proportion and manner used in determining the effect of the Company’s Initial Public Offering, shall be subject to underwriter limitation in this Section 1.141.2(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 Holders in as a part of the written notice given pursuant to this Section 1.62.2(a). In such event, event the right of any Holder to registration pursuant to this Section 1.6 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) Other Holders, if any, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.62.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and managing underwriter may limit the number of shares of Registrable Securities to be included in such registration without requiring any limitation in the number of shares to be registered on behalf of the Company, provided that if such underwriting is other than the Initial Public Offering, the number of shares of Registrable Securities to be included in such registration shall not be limited to less than twenty-five percent (25%) of the total number of shares to be included in such registration. The Company shall so advise all Holders and Other Holders and the number of shares that may be included in the registration and underwriting by all Holders and Other Holders shall be allocated among all Holders thereof in proportionthem, as nearly as practicable, first, to the Company, second, among the Holders of Registrable Securities in proportion to the respective number amounts of Registrable Securities held by such Holders at the time of filing of the registration statement; provided, howeverand, thatthird, no Registrable Securities shall be excluded until all Worthington Shares, all among the Other Shares and all other Securities that are not Registrable Securities (other than Securities Holders in proportion to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities shares proposed to be included in such underwriting shall not registration by such Other Holders. No shares proposed to be reduced below 25% included in such registration by any of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation Other Holders shall be included in such registration unless all shares requested to be included by the Holders are 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 Holder to the nearest 100 one hundred (100) shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder Other Holder disapproves of the terms of any such underwriting, he or she such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in as a part of the written notice given pursuant to this Section 1.62.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 1.6 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.62.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of this Section 2.3. The Company shall so advise all Holders holders of Registrable Securities the Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities Securities, that may be included in the registration and underwriting shall be allocated in the following manner: shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2.3 (provided that such rights existed prior to the date of this agreement or the holders of Registrable Securities shall have consented to the granting of such registration rights pursuant to Section 2.11 hereof), requested to be included in such registration by shareholders shall be excluded, and if a limitation on the number of shares is still required, the number of Registrable Securities and other securities that have contractual rights with respect to registration that may be included shall be allocated among all Holders the holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities requested to be registered and such other securities requested to be registered and held by each such Holders holder at the time of filing the registration statement; providedRegistration Statement. For purposes of any such underwriter cutback, however, that, no all Registrable Securities and other securities held by any holder that is a partnership or corporation, shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities deemed to be sold for a single "selling holder," and any pro rata reduction with respect to such "selling holder" shall be based upon the account aggregate amount of the Company) are first excluded, shares carrying registration rights and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may requested to be excluded entirely), the number of Registrable Securities registered owned by all entities and individuals included in such underwriting shall not be reduced below 25% of the total number of shares "selling holder," as defined in the underwritingthis sentence. No Registrable Securities securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares Nothing in accordance with the above provisions, the Company or the underwriters may round this Section 2.3(b) is intended to diminish the number of shares allocated securities to any Holder to the nearest 100 shares. The Company may include shares of Common Stock held be included by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriting.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this ------------ Section 1.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.61.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 1.1(b) shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Initiating Holder, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.61.1, if the managing underwriter advises the Company Initiating Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement Prior to excluding any Registrable Securities from any underwriting pursuant to this Section 1.6 to paragraph, the extent Company shall exclude from such underwriting all securities that the amount of are not Registrable Securities otherwise includible in such registration statement would not thereby be diminishedSecurities. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holder. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such registration andRegistrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, in or such other shorter period of time as the case of the Company’s Initial Public Offering, shall be subject to Section 1.14underwriters may require.

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 shall then they will so advise the Holders in Company as a written notice given part of their request made pursuant to this Section 1.63.2 and the Company will include such information in the Request Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 1.6 shall will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CompanyCompany and acceptable to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.63.2, if the managing underwriter advises underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company shall will so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration underwriting will be reduced as required by the underwriter(s) and underwriting shall be allocated among all the Holders thereof in proportion, as nearly as practicable, of Registrable Securities on a pro rata basis according to the respective number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statementInitiating Holders); provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for included in the account demand registration will not be reduced unless (i) all other securities of the Company) Company are first excludedentirely excluded from the underwriting and registration, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of ii) all Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities demand registration pursuant to Section 3.3 hereof are first entirely excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such and 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Any Registrable Securities otherwise includible in excluded and withdrawn from such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also underwriting will be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 5.1, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.6. In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 1.6 5.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall, together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company’s reasonable approval. Notwithstanding any other provision of this Section 1.65.1, if if, in the good faith judgment of the managing underwriter advises of such public offering, the Company inclusion of all of the Registrable Securities requested to be registered would materially and adversely affect the successful marketing of the offering, then the amount of the Registrable Securities to be included in writing that marketing factors require a limitation the offering shall be reduced and the Registrable Securities and the other shares to be offered shall participate in such offering as follows: (i) first, the Registrable Securities requested to be included in such registration by the Holders, and if two or more Holders are included in the registration, pro rata among such Holders on the basis of the number of shares Registrable Securities owned by each such Holder, (ii) second, the Ordinary Shares requested to be underwrittenincluded in such registration by the Company and (iii) third, then the any Ordinary Shares other than Registrable Securities requested to be registered by holders of such Ordinary Shares, pro-rata among such holders. The Company shall so advise all Holders of Registrable Securities 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 thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders them at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such participating Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14) after the date of the final prospectus used in such public offering.

Underwriting. If the a registration of which the Company gives notice pursuant to Section 1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.6hereto. In such event, the right of any Holder to registration pursuant to this Section 1.6 The Company shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All (together with all Holders proposing to distribute their securities through such underwriting shall (together with underwriting), if requested by the Company and the other holders distributing their securities through such underwriting) underwriter, enter into an underwriting agreement in customary form with the a managing underwriter selected for such underwriting by the CompanyCompany and, in the case of a registration pursuant to Section 1(c) only, reasonably acceptable to a majority of the Holders proposing to distribute securities through such underwriting. The underwriting agreement shall also satisfy the conditions described in Section 1(n) below. Notwithstanding any other provision of this Section 1.61, if the managing underwriter advises the Company in writing that marketing market factors require exclusion of shares to be sold by selling stockholders, or a limitation of the number of shares to be underwrittenso sold, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof and including any holders of Common Stock (the "Series A Registrable Securities") acquired upon conversion of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") entitled to participate in the registration (the "Series A Holders") (except those Holders or Series A Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities or Series A Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities or Series A Registrable Securities held by such Holders or Series A Holders at the time of filing the registration statement; provided, however, that, no . No Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No or Series A Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing underwriter market limitation shall be included in such registration. To facilitate Notwithstanding anything to the allocation of shares contrary herein, (a) no reduction shall be made with respect to securities offered by the Company for its own account in accordance connection with the above provisionsCompany's initial registered public offering, (b) in any subsequent offering, the securities registered by the Holders owning Preferred Shares for their own account pursuant to such offering, together with securities registered by any Series A Holder, may not be reduced below twenty percent (20%) of the shares included in such offering, and (c) in any offering undertaken pursuant to Section 1 hereof, no reduction in the securities to be registered by any Holder shall occur until all other securities, other than those offered by the Company or by the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in Series A Holders, have been excluded from such registration statement would not thereby be diminishedoffering. If any Holder or other holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the other Holders. In such event, the Registrable Securities and/or other securities held by such Holder affected shall be withdrawn from registration. However, if such withdrawal is made, the registration will be deemed to have been completed with respect to the withdrawing Holder for purposes of determining whether the Company has satisfied its registration obligations under this Section 1. If the managing underwriter of any underwritten offering pursuant to Section 1(a) shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders shall delay the offering and sale of the Registrable Securities (or the portions thereof so designated by such managing underwriter) for such period, not to exceed [90] days (the "Delay Period"), as the managing underwriter shall request, provided that no such delay shall be required as to any Registrable Securities if any securities of the Company are included in such registration statement and eligible for sale during the Delay Period for the account of any person other than the Company and the managing underwriter. The Holders unless the securities included in such registration statement and eligible for sale during the Delay Period for such other person shall have been reduced pro rata to the reduction of the Registrable Securities so withdrawn shall also which were requested to be withdrawn from included and eligible for sale during the Delay Period in such registration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14registration.

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 Holders in a written as part of the notice given pursuant to this Section 1.62.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 1.6 2.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 2.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.62.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities or other securities so withdrawn shall also be withdrawn from registration, and such registration and, Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s 's Initial Public Offering, shall be subject to Section 1.14) after the date of the final prospectus used in such public offering.

Underwriting. If the registration Initiating Holders intend to distribute their Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.5 and the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(I). In such that event, the right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such the Holder’s 's participation in such the underwriting arrangements required by this Section 1.5(b) and the inclusion of the Holder's Registrable Securities in the underwriting to the extent requested and to the extent provided herein; PROVIDED, HOWEVER, that each Holder shall be required to make only those representations (if any) as would be customary for a holder of a similar percentage of similar securities. All The Company (together with all Holders proposing to distribute their securities through such underwriting) shall, upon request by the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall (together be reasonably acceptable to the Company), enter into any reasonable agreement requested by the managing underwriter in connection with the Company and the other holders distributing their securities through such underwriting) enter into offering including, but not limited to, an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Companyunderwriter. Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities who 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 among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held requested to be registered by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration; 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 and(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 case of the Company’s Initial Public Offering, shall be subject to Section 1.14.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 Holders in a written notice given pursuant to this Section 1.6. In such event, the right of any Holder to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.6, if the managing underwriter 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 of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; , provided, however, that, no that shares of Registrable Securities of Holders shall not be excluded until all Worthington Shares, all Other Shares and from the underwriting unless all other Securities that are not Registrable Securities securities (other than Securities to be securities being sold for the account of by the Company) are first excluded, and entirely excluded from the underwriting; provided further, further that, except unless such registration is in the case of connection with the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely)initial public offering, the number of Registrable Securities permitted to be included therein shall in such underwriting shall not any event be reduced below 25at least 30% of the total number of shares in of Common Stock included therein. Subject to the underwriting. No foregoing sentence, 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. The Company may include shares of Common Stock held by shareholders stockholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminisheddiminished and including such other shares will not, in the judgment of the underwriter, have a detrimental effect on the offering. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so withdrawn shall also be withdrawn from such registration andregistration, in the case of the Company’s Initial Public Offering, and shall be subject to the provisions of Section 1.141.14 hereof.

Underwriting. If the registration Initiating Holders intend to distribute ------------ Registrable Securities by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders in a written notice given pursuant to this Section 1.6. In such event, the right of any Holder to registration pursuant to this Section 1.6 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through In such underwriting event, the Company shall (together with the Company all Holders and the holders of other holders distributing securities proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the CompanyInitiating Holders. Notwithstanding any other provision of this Section 1.62.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities and other 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 number amounts of Registrable Securities securities entitled to inclusion (determined without regard to any requirement of a request to be included in such registration) in such registration held by all such Holders at the time of filing the registration statement; , provided, however, that, no that the number of shares of Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of unless all other securities proposed to be sold by persons other than the total number of shares in Holders are first entirely excluded from the underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration and(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 case registration the right to include additional Registrable Securities in the same proportion and manner used in determining the underwriter limitation in this Section 2.2(b). If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company’s Initial Public Offering, shall Company may include securities for its own account or for 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 will not thereby be subject to Section 1.14limited.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 2.5 is for a registered public offering involving an underwriting, the Initiating Holders shall notify the Company of such fact and the Company shall so advise the Holders in a written as part of the notice given pursuant to this Section 1.62.5(a). In such event, the right of any Holder to participate in the registration pursuant to this Section 1.6 2.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall be entitled to participate in an underwritten offering on the terms set forth herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in reasonable and customary form with the managing underwriter selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.62.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities Securities, and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities Shares excluded from the underwriting by reason of the underwriter’s '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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders no later than ten (10) business days prior to the date the registration is declared effective. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to 90 days after the case effective date of the Company’s Initial Public Offering, shall be subject to Section 1.14registration statement relating thereto.

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 Holders in a written as part of the notice given pursuant to this Section 1.61.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1.61.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities and the number of 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 number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s '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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount If any Holder of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. The Registrable Securities an/or other securities so withdrawn shall also be withdrawn from such registration andregistration, and shall not be transferred in a public distribution prior to 180 days after the case effective date of the Company’s Initial Public Offeringregistration statement relating thereto, shall be subject to Section 1.14or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering Qualified Public Offering involving an underwriting, the Company shall so advise the Holders in as a part of the written notice given pursuant to this Section 1.62.3(a). In such event, event the right of any Holder to registration pursuant to this Section 1.6 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.62.3, if the managing underwriter advises the or Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit or completely exclude the Registrable Securities and other securities to be distributed through such underwriting, provided that, subsequent to the Company's initial Qualified Public Offering, the Registrable Securities to be included in such registration may not be limited to less than 30% of the total number of securities to be included in such registration. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities such limitation (or exclusion, if applicable) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated (if applicable) among all such Holders thereof in proportion, as nearly as practicable, to the respective number amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of Registrable Securities included in such underwriting shall not be reduced below 25% of the total number of shares in the underwriting. 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 holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Participating Holder or other holder disapproves of the terms of any such underwriting, he or she such Participating Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities so Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration andstatement relating thereto, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the case registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the Company’s Initial Public Offering, shall be subject to Section 1.14time of filing the registration statement.