Common use of Underwriting Agreement Clause in Contracts

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any Underwritten Offering of Registrable Securities pursuant to a registration requested under Section 4 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form contain representations and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms and provisions not inconsistent with this Agreement as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 8 hereof; and the Company will cooperate with such Holders of Registrable Securities to the end that type used by the managing underwriterconditions precedent to the obligations of such Holders of Registrable Securities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to secondary distributions and shall be otherwise reasonably satisfactory to such Holders. The Holders on whose behalf shares of Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and maythe representations and warranties by, at their option, require that any or all and the representations, warranties and covenants other agreements on the part of the Company to or and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such HoldersHolders selling Registrable Securities. Such Holders shall not be required by the Company to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate (including any restrictions on sales inconsistent with Section 5(c) hereof) other than reasonable representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities and such Holder's intended method or methods of disposition and any other representation required by law. If requested by the underwriters for any Underwritten Offering of Registrable Securities pursuant to a registration under Section 2 hereof, the Holders on whose behalf shares of Registrable Securities are to be distributed by such underwriters shall execute and deliver to such Holders underwriters and their intended methods of distribution. Such Holdersthe Company an Underwriting Agreement, however, shall agree subject to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully limitations set forth in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiespreceding two sentences.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributiondistribution or as are customarily required of selling shareholders in a firm commitment underwritten offering. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If an underwritten offering is requested pursuant to Section 5.1, the Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5Holders, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each participating Holder and such managing underwritersunderwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The participating Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for of selling stockholders securityholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities Registrable Securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which co-managing underwriter underwriters shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Sections 7.1, 7.2, or 7.6 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to Xxxxx (unless Xxxxx is not participating in such registration, each Holder and in which case, counsel to the Non-Xxxxx Stockholders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 7.12. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock (computed on a fully-diluted basis) at the time of such offering and any other holder of Registrable Securities requested by such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities7.12(b).

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders If any condition to the obligations under such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the holders of Registrable Securities requesting a demand registration pursuant to Section 3.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1. No such holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 3.4(e) and representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesdistribution.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 55.1, which managing underwriter shall be reasonably acceptable to the Company. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to the Xxxxx Stockholders. Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock (computed on a fully diluted basis) at the time of such offering and any other holder of Registrable Securities selling shares of Common Stock in such underwritten offering requested by such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as a director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(sunder-writer(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters under-writers shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations repre-sentations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Section 2, 3 or 4, the Company shall and each selling Holder of Eligible Securities agrees to enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany's size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and maypursuant to Section 2, at their option, require that 3 or 4 hereof unless such Holder agrees to sell such Holder's securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder's Eligible Securities, such Holder's ability to transfer title to such Holders Holder's Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder's intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s)underwriter, if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters underwriter shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter except as they may relate to such Holders Holders, their securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany’s size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder’s securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder’s Eligible Securities, such Holder’s ability to transfer title to such Holders Holder’s Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder’s intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 56, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 56. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If the Company shall enter into an underwriting agreement with at any time proposes to register any of its securities under the managing underwriter(s)Act as contemplated by Paragraph 1 and such securities are to be distributed by or through one or more underwriters or if the Company at any time is required to register any of its securities under the Act as contemplated by Paragraph 2, if anythe Company will, selected by any Holders whose subject to the provisions of subdivision (b) of Paragraph 1 or subdivision (c) of Paragraph 2, use its best efforts to arrange for such underwriters to include the Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable offered and sold by each holder among the securities to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and distributed by such managing underwriters, and each holder of Registrable Securities agrees, by acquisition of such Registrable Securities, that all Registrable Securities of such holder to be included in such registration shall contain be distributed and sold through such representations, warranties and covenants underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities underwriters and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the other agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Such Holders No holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representation required to effect the registration of the Registrable Securitiesby law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for ---------------------- any underwritten offering pursuant to a registration requested under Sections 1.1 or 2 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to Endo LLC. Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9 hereof. The Holders holders of a majority of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require Endo LLC , in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2 hereof.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of Registrable Securities constituting a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 1.6 and holdback arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling stockholders requesting a demand registration pursuant to Section 1.1, such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 1.1(a), Section 1.1(b) or Section 1.1(f). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 1.6(b) and Section 1.7, representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder’s intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1, 1.2 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to the THL Parties (unless the THL Group is not participating in such registration, each Holder and in which case, the holders of a majority of the Registrable Securities to be distributed by such managing underwriters, and underwriter). Any such underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of all of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require the members of the THL Group or the Management Stockholders or the Third Party Investors in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate other than representations, warranties or agreements regarding such holder, the ownership of such holder's Registrable Securities and such holder's intended method or methods of disposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by such holder pursuant to Section 8.2. No holder of Registrable Securities shall have the right not to enter into an underwriting agreement described in this Section 4.1 unless it shall have notified the Company prior to any "road show" for such offering or, if no such "road show" is contemplated, prior to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders time as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be may reasonably required to effect the registration of the Registrable Securitiesdetermine.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 55.1.1, which managing underwriter shall underwriter(s) must be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by type. For the managing underwriteravoidance of doubt, Holder may not require the Company to accept terms, conditions or provisions in any such agreement which the Company determines are not reasonably acceptable to the Company, notwithstanding anything contained herein to the contrary. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders Holder, its title to the securities being registered, and their its intended methods of distribution. Such HoldersHolders shall, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwritertype. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully and on a timely basis in the preparation of the registration statement and other documents relating to any offering in which they include securities their Registrable Securities pursuant to this Section 5. Each such Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the its Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering of Registrable Securities on behalf of Sellers pursuant to a registration covered by Section 2(a) or (b) hereof, the Company shall will enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form contain representations and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms and provisions not inconsistent with this Section 2 as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 2(g) hereof, and the Company will cooperate with such Sellers to the end that the conditions precedent to the obligations of such Sellers under such underwriting agreement shall not include conditions that type used are not customary in underwriting agreements with respect to secondary distributions and shall be otherwise satisfactory to such Sellers. Sellers on whose behalf shares are to be distributed by the managing underwriter. The Holders such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and maythe representations and warranties by, at their optionand the other agreements on the part of, require that any or all the representations, warranties and covenants of the Company to or and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such HoldersSellers. Such Holders Sellers shall not be required by the Company to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than reasonable representations, warranties or agreements regarding such Holders Sellers, such Sellers' Registrable Securities and their such Sellers' intended method or methods of distribution. Such Holders, however, shall agree to such covenants disposition and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used any other representation required by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitieslaw.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1.1(a), the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of LLC Units) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 1.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling LLC Unitholders requesting a demand registration pursuant to Section 1.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 1.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 1.4(e) and 1.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securities.by applicable law. 11 102

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any (i) the Holders whose Registrable Securities are being registered in the event of a demand registration pursuant to this Section 54.1, which managing underwriter shall be reasonably acceptable satisfactory to the CompanyCompany or (ii) the Company in the event of a piggyback registration pursuant to Section 4.2, which managing underwriter shall be reasonably satisfactory to the Holders whose Registrable Securities are being registered. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, representations and warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders Holders, their Shares and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter underwriter(s) shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwritersunderwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities Registrable Securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to any Stockholder participating in such registration (unless none of the Stockholders is participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the part of, the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each Stockholder and each other holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Stockholders in their capacities as stockholders and/or controlling persons shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5type. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 57, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 57. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2, the Partnership shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to any Unitholder participating in such managing underwriters, and registration. Any such underwriting agreement shall contain such representationsrepresentations and warranties by, warranties and covenants by such other agreements on the Company part of, the Partnership and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each Unitholder and each other holder of Registrable Securities to be distributed by the managing underwriter. The Holders such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all the representations, warranties and covenants of the Company representations and warranties by, and the agreements on the part of, the Partnership to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Unitholders in their capacities as Partners and/or controlling persons shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company Partnership or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for a Fully Marketed Underwritten Offering, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder and such managing underwriters, and shall to contain such representations, representations and warranties and covenants by the Company and such other terms as are customarily contained generally prevailing in agreements of that type used by type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders of Registrable Shares participating in the Fully Marketed Underwritten Offering shall be parties to any such underwriting agreement relating to an underwritten sale agreement; provided, however, that no such Holder of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters Shares shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to to, or agreements with with, the Company or the underwriters except underwriters, other than representations, warranties or agreements regarding the identity of such Holders, such Holders’ Registrable Shares and such Holders’ intended method of distribution and any other representation, warranty or agreement required by law or as they set forth in this Agreement. No Holder may relate participate in the Fully Marketed Underwritten Offering unless such Holder agrees to sell its Registrable Shares on the basis provided in such Holders underwriting agreement and their intended methods completes and executes all questionnaires, powers of distribution. Such Holdersattorney, indemnities and other documents reasonably required under the terms of such underwriting agreement, provided, however, that no such Holder of Registrable Shares shall agree be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than representations, warranties or agreements regarding the identity of such Holders, such Holders’ Registrable Shares and such Holders’ intended method of distribution and any other representation, warranty or agreement required by law or as set forth in this Agreement. Each participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such participating Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. To the extent that the Holders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in this Agreement, the provisions contained in this Agreement addressing such issue or issues shall be of no force and effect with respect to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Furtherregistration, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to but this Section 5. Each Holder shall also furnish provision will not apply to the Company such information regarding itself, if the Registrable Securities held by it, and Company is not a party to the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.underwriting or similar agreement

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Investor Stockholders which are selling Registrable Securities pursuant to such registration and such managing underwriters, to the underwriters and shall to contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require either Investor Stockholder to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1(a), the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling stockholders requesting a demand registration pursuant to Section 3.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 3.4(e) and 3.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such HoldersHowever, however, such Holders shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The In the case of an underwritten offering by the Company shall of securities, each Holder shall, with respect to Registrable Shares that such Holder then desires to sell, enter into an underwriting agreement with the managing underwriter(s), if any, selected same underwriters engaged by any Holders whose Registrable Securities are the Company with respect to securities being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to offered by the Company. Such , and the Company shall, subject to Section 3(c) below, cause such underwriters to include in any such underwriting all of the Registrable Shares that a Holder then desires to sell; provided, however, that such underwriting agreement shall be reasonably satisfactory in substantially the same form and substance to as the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by underwriting agreement that the Company and enters into in connection with the primary offering it is making; provided, further, that no Holder participating in such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders underwriting shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties except as they relate to such Holder’s ownership of Registrable Shares and authority to enter into the underwriting agreement (including as to the execution, delivery and enforceability thereof) and to such Holder’s intended method of distribution, or agreements to agree to indemnify the Company, the underwriters or any other Person thereunder on terms other than substantially as set forth in Section 8 below; provided, further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or the underwriters except requesting Holder, as they may relate to such Holders and their intended methods of distribution. Such Holders, howeverapplicable, shall agree determine for any reason not to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by proceed with the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the proposed registration of the securities to be sold by the Company or the requesting Holder, as applicable, the Company shall give written notice of such determination to each Holder and thereupon shall be relieved of the Company’s obligation to register any Registrable SecuritiesShares in connection with such registration (but not from the Company’s obligation to pay the registration expenses pursuant to Section 7 in connection therewith).

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers’ certificates, opinions of counsel and accountants’ “comfort” letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders If any condition to the obligations under such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the holders of Registrable Securities requesting a demand registration pursuant to Section 3.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1. No such holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 3.4(e) and representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder’s intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesdistribution.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to DLI LLC (unless DLI LLC is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 7. Each holder of Registrable Securities to be distributed by the managing underwriter. The Holders such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as a director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities7.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1, 1.2 or 2 (including any Take-Down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to any Founder Shareholders participating in such managing underwriters, and offering. Any such underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Shares (computed on a fully diluted basis) at the time of such offering and any other holder of Registrable Securities selling Common Shares in such underwritten offering requested by such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Shareholder in its capacity as shareholder and/or controlling person (but not in its capacity as a director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or 2 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to Xxxxx (unless Xxxxx is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock (computed on a fully-diluted basis) at the time of such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Stockholder in its capacity as stockholder and/or controlling person (but not in its capacity as director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1, 1.2 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to Xxxxx (unless Xxxxx is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns, at the managing underwriter. The Holders time of such offering, 10% or more of the Common Stock of the Company, computed on a fully-diluted basis, shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their his or her option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Continuing Stockholders in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement (or other agreement in connection with such offering) to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributiondistribution or as are customarily required of selling shareholders in a firm commitment underwritten offering. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 2.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling stockholders requesting a demand registration pursuant to Section 2.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 2.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 2.4(e) and 2.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany's size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder's securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants Persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder's Eligible Securities, such Holder's ability to transfer title to such Holders Holder's Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder's intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect affect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5Exhibit B, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Exhibit B. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If an underwritten offering is requested pursuant to Section 5.2.4, the Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 55.2.4 or Section 5.3.3, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each participating Holder and such managing underwritersunderwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The participating Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for of selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities Registrable Securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to the LLC (unless the LLC is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of the such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder's option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Management Stockholders and Outside Investors, if any, in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to the LLC (unless the LLC is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 7. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Management Shareholders in their capacities as shareholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities7.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or Section 2 (including any Take-down Transaction), the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable satisfactory in substance and form to the Company. Such underwriters and to the LLC (unless the LLC is not participating in such registration, in which case, such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and holders of a majority of the Registrable Securities to be distributed by such managing underwriters, and underwriter). Any such underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by the managing underwriter. The Holders such underwriter shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders No Shareholder in its capacity as shareholder and/or controlling person (but not in its capacity as director or officer of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Common Stock pursuant to a registration requested under Section 2.1, the Company shall will enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder such holder and such managing underwriters, the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriterunderwriter or underwriters, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 2.5. The Holders holders of Registrable Common Stock which are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants the other agreements on the part of the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Common Stock and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Common Stock. Such Holders holders of Registrable Common Stock shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holders and their such holders' intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the CompanyCompany and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such representation and warranties, covenants and indemnification and contribution obligations for selling stockholders shareholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany's size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder's securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants Persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder's Eligible Securities, such Holder's ability to transfer title to such Holders Holder's Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder's intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securities.by applicable law. 2.8

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Sections 1.1, 1.2 or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to the Investor Stockholders (unless the Investor Stockholders are not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of a majority of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require the Investor Stockholders in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for ---------------------- any underwritten offering by holders of Registrable Securities pursuant to a registration re quested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in sub stance and form and substance to the Company, each Holder holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No such holder of Registrable Securities shall not be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Section 3.4(e) and representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiesdistribution.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by Holders pursuant to a request for Demand Registration, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Company and Holders of a majority of the Registrable Securities to be covered by such managing underwriters, registration and shall to the underwriters and to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Article 10, provisions for the delivery of customary officers' certificates, opinions of counsel and accountants' "cold comfort" letters, and hold-back arrangements. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation any or all of the registration statement and other documents relating conditions precedent to any offering in which they include securities pursuant the obligations of such underwriters under such underwriting agreements shall also be conditions precedent to this Section 5the obligations of such Holders. Each Holder of Registrable Securities shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, such Holder and the intended method of disposition of distribution proposed by such securities Holder as the Company may reasonably request and as shall be reasonably required in connection with any registration, qualification, or compliance referred to effect in this Agreement, except to the extent that the furnishing of such information would violate any law or any contractual arrangement. The Company shall not be obligated to register the Registrable Securities of any Holder who fails promptly to provide to the Company such information as the Company may reasonably request at the time to enable the Company to comply with applicable laws or regulations or to facilitate preparation of the registration of statement, including any information that the Registrable SecuritiesHolder fails to provide on the basis that such information would violate any law or any contractual arrangement.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the CompanyMajority Requesting Stockholder, each Holder in the case of a registration requested pursuant to Section 1.1, and such managing also to the underwriters, and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to (a) make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree to disposition and any other representation (x) required by law or (y) regarding information which can only be obtained from such covenants holder and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used is reasonably required by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating or (b) to furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1.1(a), the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder holders of a majority (by number of LLC Units) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 1.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders In the event that any condition to the obligations under any such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the selling LLC Unitholders requesting a demand registration pursuant to Section 1.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 1.1(a) or (d). No holder of Registrable Securities shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to set forth in Sections 1.4(e) and 1.7(b), representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The (a) In connection with any underwritten offering of Registrable Securities, the Company shall enter into an underwriting agreement in customary form with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5underwriters for such offering, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall will contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.07, and agreements as to the provision of that type used opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 2.05(a)(xi). Subject to the last sentence of this Section 2.06(a), the Selling Holders on whose behalf the Registrable Securities are to be distributed by the managing underwriter. The Holders such underwriters shall be parties to any such underwriting agreement relating agreement, which shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to an underwritten sale secondary distributions on the part of their Registrable Securities selling shareholders, including indemnification and maycontribution provisions substantially to the effect and to the extent provided in Section 2.07. All of the representations and warranties by, at their optionand the other agreements on the part of, require that any or all the representations, warranties and covenants of the Company to or and for the benefit of the underwriters included in each such underwriters underwriting agreement shall also be made to and for the benefit of such Selling Holders, and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Selling Holders. Such Holders No Selling Holder shall not be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders and their intended methods Selling Holder, ownership of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. FurtherSelling Holder’s Registrable Securities, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Selling Holder’s intended method of disposition distribution and any written information specifically provided by such Selling Holder for inclusion in the Registration Statement; and any liability of such securities as Selling Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be reasonably required to effect greater than the registration amount of the net proceeds received by such Selling Holder upon the sale of Registrable SecuritiesSecurities pursuant to such Registration Statement and in no event shall relate to anything other than information about such Holder specifically provided in writing by such Holder for use in the Registration Statement.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering pursuant to a registration requested under Sections 1.1 or 2 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)under writers for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to Endo LLC. Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, in cluding, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9 hereof. The Holders holders of a majority of the Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agree ment (or other agreement in connection with such offering) shall not be required require Endo LLC , in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to under writers other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their intended such holder's in tended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2 hereof.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 54, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 54. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect affect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by Holders pursuant to a registration requested under Section 3.1 or 3.3, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Holders of a majority of the shares of Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.8, provisions for the delivery of officers’ certificates, opinions of counsel and accountants’ “comfort” letters and hold-back arrangements. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holders. Such If any condition to the obligations under such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the Holders requesting registration pursuant to Section 3.1(a) or Section 3.3, such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1(a) or (d) or Section 3.3. Notwithstanding anything in this Agreement to the contrary, no such Holder shall be required by the Company to make any representations or warranties to to, or agreements with with, or provide indemnities for the benefit of the Company or the underwriters except other than as they may relate to such Holders set forth in Sections 3.5(e) and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it3.8(b), and the representations, warranties or agreements regarding such Holder and such Holder’s intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Sections 1.1, 1.2(b) or 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder underwriters and to the Stockholders holding a majority of the Registrable Securities requested for inclusion in such managing underwriters, and registration. Any such underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation and unless waived by all Stockholders participating in such registration, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriter shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any Stockholder, in its capacity as stockholder or controlling Person, to make any representations or warranties to to, or agreements with with, the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such ho holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 1.1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Companyunderwriters and to Poseidon LLC (unless Poseidon LLC is not participating in such registration, each Holder and in which case, counsel to the Majority Holders). Any such managing underwriters, and underwriting agreement shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 8. Each holder of Registrable Securities to be distributed by such underwriter who owns 10% or more of the managing underwriter. The Holders Common Stock of the Company (computed on a fully-diluted basis) at the time of the such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such holder’s option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holder of Registrable Securities. Such Holders The Management Stockholders and Outside Investors, if any, in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder’s Registrable Securities and their such holder’s intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The If the Company shall enter into an underwriting agreement with at any time proposes to register any of its securities under the managing underwriter(sAct as contemplated by Paragraph 1 or 2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Paragraph 1(b) or 2(c), if any, selected by any Holders whose use its best efforts to arrange for such underwriters to include the Registrable Securities are being registered to be offered and sold by a holder who elects to exercise his rights pursuant to this Section 5Paragraph 1(a) or 2(a) or (b) among the securities to be distributed by such underwriters for and on the same price, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form terms, and substance conditions offered to the Company, and each Holder holder of Registrable Securities agrees, by acquisition of such Registrable Securities, that all Registrable Securities of such holder to be included in such registration shall be distributed and sold through such managing underwriters, and . The holders of Registrable Securities to be distributed by such underwriters shall contain such representations, warranties and covenants by be parties to the underwriting agreement between the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities underwriters and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the other agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Such Holders The Company will use its best efforts to ensure that no underwriter shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the holder’s intended method of disposition distribution and any other representation required by law, and, despite the Company’s best efforts, if an underwriter requires any holder of Registrable Securities to make additional representation or warranties to or agreements with such underwriter, such holder may elect not to participate in such underwritten offering (but shall not have any claims against the Company as a result of such securities as shall be reasonably required to effect the registration of the Registrable Securitieselection).

Underwriting Agreement. The If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 3.1 or 4, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable satisfactory in substance and form to the underwriters and to the Company. Such Any such underwriting agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used this type, including, without limitation, indemnities to the effect and to the extent provided in Section 9. Each Holder of Registrable Securities to be distributed by such underwriter who owns (or will own upon exercise of an exercisable Exchange Warrant) 1% or more of the managing underwriter. The Holders Registrable Securities being sold pursuant to such offering shall be parties a party to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their such Holder's option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such HoldersHolder of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holder of Registrable Securities. Such The Holders in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders Holder, the ownership of such Holder's Registrable Securities and their such Holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering in Person which they include securities is broader than the indemnity furnished by such holder pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by Holders pursuant to a registration requested under Section 3.1, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Holders of a majority (by number of shares) of the Registrable Securities to be covered by such registration and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, but not limited to, indemnities to the managing underwritereffect and to the extent provided in Section 3.7, provisions for the delivery of officers' certificates, opinions of counsel and accountants' "comfort" letters and hold-back arrangements. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holders. Such If any condition to the obligations under such underwriting agreement are not met or waived, and such failure to be met or waived is not attributable to the fault of the Holders requesting a demand registration pursuant to Section 3.1(a), such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.1. No such Holder shall be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters except other than as they may relate to such Holders set forth in Sections 3.4(e) and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it3.7(b), and the representations, warranties or agreements regarding such Holder and such Holder's intended method of disposition of such securities as shall be reasonably distribution and any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by either (i) any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company or (ii) the Company, if only Piggy-Back Registrable Securities are being registered pursuant to this Section 5. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and/or Piggy-Back Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities and/or Piggy-Back Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities and/or Piggy-Back Registrable Securities.

Underwriting Agreement. The Notwithstanding anything herein to the contrary and for avoidance of doubt, nothing herein shall confer on any Holder any right to require the Company to engage in any underwritten public offering, it being understood that the decision to engage in any underwritten public offering (and the selection of the underwriter or underwriters in such offering) shall be in the sole discretion of the Company. In the event that the Company determines to engage in any underwritten public offering in which any Holder or Holders exercises the right to include all or any portion of the Registrable Securities in any “piggy-back” registration pursuant to Section 4.1 hereof, the Holders proposing to distribute their Registrable Securities through a “piggy- back” registration pursuant to Section 4.1 hereof in an underwritten public offering that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and for such other terms “piggy-back” registration. Each Holder shall provide such information as are customarily contained in agreements of that type used reasonably requested by the managing underwriterCompany to be included in the registration statement timely or the Company may elect to exclude such Holder from the registration statement. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and maySecurities, at their option, require provided that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders Holders, their Shares and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(sunder­writer(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters under­writers shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations repre­sentations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Majority Stockholder and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The Company If requested by the underwriters of any underwritten offering of Registrable Securities pursuant to Section 2 hereof, Purchaser shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form to Purchaser, the underwriters and substance each holder of Registrable Securities to the Company, each Holder be distributed by such underwriters and such managing underwriters, and shall to contain such representations, representations and warranties and covenants by the Company Purchaser and such other terms as are customarily contained in agreements of that type used by the managing underwriterunderwriter or underwriters of such offerings, including, without limitation, terms with respect to indemnification and contribution, and related expense reimbursement, to the effect and to the extent provided in Section 5 hereof with such additional, alternative or modified terms as are customarily provided to such managing underwriter or underwriters. The Holders holders of the Registrable Securities which are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale agreement. Such holders of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company Purchaser or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holders, such holders' Registrable Securities and their such holders' intended methods of distribution. Such Holders, however, shall agree disposition with respect to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

Underwriting Agreement. The If requested by the underwriters for ---------------------- any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 1 or Section 2, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the Company, each Holder Majority Stockholder and such managing underwriters, to the underwriters and shall to contain such representations, representations and warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany's size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder's securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder's Eligible Securities, such Holder's ability to transfer title to such Holders Holder's Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder's intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securities.by applicable law. 2.8

Underwriting Agreement. The If requested by the underwriters for any ---------------------- underwritten offering by holders of Registrable Securities pursuant to (i) a Majority Stockholder Registration, (ii) an Outside Investors Registration or (iii) any other registration pursuant to Section 2, the Company shall enter into --- an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form to, in the case of a Majority Stockholder Registration, the Majority Stockholder, in the case of an Outside Investors Registration, the Requesting Outside Investors, and substance in the case of all other registrations, the Majority Holders, and also in each such case satisfactory to the Company, each Holder and such managing underwriters, containing such representations and shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 8. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities8.2.

Underwriting Agreement. The In connection with any underwritten offering of the Shares, the Company shall enter into an underwriting agreement in customary form with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5underwriters for such offering, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall will contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section ‎8(i), and agreements as to the provision of that type used opinions of counsel and accountants’ letters to the effect and to the extent provided in Section ‎8(g)(i). Subject to the last sentence of this Section ‎8(h), the Investor on whose behalf the Shares are to be distributed by such underwriters shall be a party to any such underwriting agreement, which shall also contain such representations and warranties by the managing underwriterInvestor and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions on the part of selling shareholders, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section ‎8(i). The Holders shall be parties to any underwriting agreement relating to an underwritten sale All of their Registrable Securities the representations and maywarranties by, at their optionand the other agreements on the part of, require that any or all the representations, warranties and covenants of the Company to or and for the benefit of the underwriters included in each such underwriters underwriting agreement shall also be made to and for the benefit of the Investor, and any or all of the conditions precedent to the obligations of such Holdersunderwriters under such underwriting agreement shall be conditions precedent to the obligations of the Investor. Such Holders The Investor shall not be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holdersother than representations, howeverwarranties or agreements regarding the Investor, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation ownership of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itselfInvestor’s Shares, the Registrable Securities held by it, and the Investor’s intended method of disposition of such securities as shall be reasonably required to effect distribution and any written information specifically provided by the registration Investor for inclusion in the Registration Statement; and any liability of the Registrable SecuritiesInvestor to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by the Investor upon the sale of the Shares pursuant to the Registration Statement and in no event shall relate to anything other than information about the Investor specifically provided in writing by the Investor for use in the Registration Statement.

Underwriting Agreement. The Company shall enter Enter into an such underwriting agreement with agreements ---------------------- in form, scope and substance as is customary in Underwritten Offerings and pursuant thereto to, (i) make such representations and warranties to such underwriters as are customarily made by issuers to underwriters in underwritten public offerings, obtain and deliver copies thereof to the managing underwriter(s)underwriters, of opinions of counsel to the Company addressed to each such underwriter, in form, scope and substance reasonably satisfactory to any such managing underwriters covering the matters customarily covered in opinions requested in Underwritten Offerings; (iii) immediately prior to the effectiveness of the Registration Statement, and, at the time of delivery of any Registrable Securities sold pursuant thereto, and, in the case of non-Underwritten Offerings, obtain and deliver copies to the managing underwriters, if any, selected of "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if required, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by any Holders whose Registrable Securities are being registered pursuant the Company for which financial statements and financial data is, or is required to this Section 5be, which managing underwriter shall be reasonably acceptable included in the Registration Statement), addressed to each of the Company. Such agreement shall be reasonably satisfactory underwriters, in form and substance as are customary in connection with Underwritten Offerings; (iv) indemnification provisions and procedures no less favorable to the Companyunderwriters, each Holder if any, than those set forth in Section 5 (or such other provisions and such procedures acceptable to the managing underwriters, and shall contain (v) deliver such representations, documents and certificates as may be reasonably requested by any managing underwriters to evidence the continued validity of the representations and warranties made pursuant to clause 3(1)(i) above and covenants to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable SecuritiesCompany.

Underwriting Agreement. The If requested by the underwriters for any Underwritten Offering of Registrable Stock pursuant to a registration requested under Section 4 hereof, the Company shall enter into an underwriting agreement with the managing underwriter(s)such underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form contain representations and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms and provisions not inconsistent with this Agreement as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 8 hereof; and the Company will cooperate with such Holders of Registrable Stock to the end that type used by the managing underwriterconditions precedent to the obligations of such Holders of Registrable Stock under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to secondary distributions and shall be otherwise satisfactory to such Holders. The Holders on whose behalf shares of Registrable Stock are to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and maythe representations and warranties by, at their option, require that any or all and the representations, warranties and covenants other agreements on the part of the Company to or and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such HoldersHolders selling Registrable Stock. Such Holders shall not be required by the Company to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate (including any restrictions on sales inconsistent with Section 5(c) hereof) other than reasonable representations, warranties or agreements regarding such Holder, such Holder's Registrable Stock and such Holder's intended method or methods of disposition and any other representation required by law. If requested by the underwriters for any Underwritten Offering of Registrable Stock pursuant to a registration under Section 2 hereof, the Holders on whose behalf shares of Registrable Stock are to be distributed by such underwriters shall execute and deliver to such Holders underwriters and their intended methods of distribution. Such Holdersthe Company an Underwriting Agreement, however, shall agree subject to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully limitations set forth in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securitiespreceding two sentences.

Underwriting Agreement. The If Eligible Securities are to be sold pursuant to a registration statement in an underwritten offering pursuant to Sections 2.1 or 2.2, the Company and each selling Holder of Eligible Securities shall enter into an underwriting a written agreement with the managing underwriter(s), if any, underwriter or underwriters selected by any Holders whose Registrable Securities in the manner herein provided in such form and containing such provisions as are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and each such other terms selling Holder and as are customarily contained customary in agreements the securities business for such an arrangement among such underwriter or underwriters, each such selling Holder and companies of that type used by the managing underwriterCompany’s size and investment stature. The Holders shall be parties to No Holder of Eligible Securities may participate in any underwriting agreement relating to an underwritten sale of their Registrable Eligible Securities and may, at their option, require that pursuant to Sections 2.1 or 2.2 hereof unless such Holder agrees to sell such Holder’s securities in accordance with any or all underwriting arrangements approved by the representations, warranties and covenants Persons entitled hereunder to specify the method of distribution of the Company to or for securities being registered and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the benefit terms of such underwriters underwriting arrangements. Notwithstanding anything to the contrary contained herein, no Holder of Eligible Securities shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters except as they may relate other than representations or warranties regarding the identity of such Holder, such Holder’s Eligible Securities, such Holder’s ability to transfer title to such Holders Holder’s Eligible Securities and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Holder’s intended method of disposition of such securities as shall be reasonably distribution or any other representations required to effect the registration of the Registrable Securitiesby applicable law.

Underwriting Agreement. The If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to (I) a Common Registration or (II) any other registration pursuant to Section 3, the Company shall enter into an underwriting agreement with the managing underwriter(s)underwriters for such offering, if any, selected by any Holders whose Registrable Securities are being registered pursuant such agreement to this Section 5, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in substance and form and substance to the CompanyRequesting Common Stockholders, in the case of a Common Registration, or the Majority Holders, in the case of all other registrations, and also in each Holder and such managing case satisfactory to the underwriters, containing such representations and shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in agreements of that type used by this type, including, without limitation, indemnities to the managing underwritereffect and to the extent provided in Section 9. The Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to any such underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of the representationsrepresentations and warranties by, warranties and covenants of the agreements on the part of, the Company to or and for the benefit of such underwriters shall also be made to and for the benefit of such Holdersholders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Such Holders No underwriting agreement (or other agreement in connection with such offering) shall not be required require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to other than representations, warranties or agreements regarding such Holders holder, the ownership of such holder's Registrable Securities and their such holder's intended method or methods of distribution. Such Holders, however, shall agree disposition and any other representation required by law or to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating furnish any indemnity to any offering Person which is broader than the indemnity furnished by such holder in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities9.2.