Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. No Person may participate in any underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8.

Underwritten Offerings. No Person may participate in any underwritten If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to a Section 3.1. In such event the right of any Holder to registration statement filed hereunder unless pursuant to Section 3.1 shall be conditioned upon such Person Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (itogether with the Company and the other holders distributing their securities through such underwriting) agrees to sell enter into an underwriting agreement in customary form with the managing underwriter selected for such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (includingCompany. The foregoing shall include, without limitation, pursuant such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article III, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and shall not be subject to any oversuch limitation vis-allotment or “green shoe” option requested by a-vis the underwriters; provided that no holder Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be required allocated among all Holders and such other holders in proportion, as nearly as practicable, to sell more than the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of Registrable Securities such holder has requested shares allocated to include) and (ii) completes and executes all questionnaires, powers any Holder to the nearest 100 shares. If any Holder disapproves of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required underwriting, such Holder may elect to make any representations or warranties withdraw therefrom by written notice to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 underwriter. The Registrable Securities so excluded or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant towithdrawn shall also be excluded or withdrawn from registration, and consistent withneither such Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, Section 4 and this Section 8, without the respective rights and obligations created under such agreement shall supersede the respective rights and obligations prior written consent of the holdersCompany or such underwriters, for such period of time before and after (not to exceed thirty (30) days before and one hundred eighty (180) days after) the Company and effective date of the registration statement relating thereto as the underwriters created pursuant to this Section 8may require.

Underwritten Offerings. No Person In the event of an underwritten offering, each Holder shall make such arrangements with the underwriters so that such Holder may participate in the offering on the same terms as the Company and any underwritten offering pursuant other party selling securities in such offering. The Company shall not be required under this Section 2 to include any of a registration statement filed hereunder Holder's securities in such underwriting unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under Holder accepts the terms of such the underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, agreed upon between the Company and the underwriters created pursuant selected by it (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision of this Section 8Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.

Underwritten Offerings. No Person may participate in (a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a registration statement filed hereunder unless requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such Person (i) agrees to sell representations and warranties by, and such Person’s securities other agreements on the basis provided part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting arrangements approved by agreement be conditions precedent to the Person or Persons entitled hereunder to select and approve obligations of such Holder; provided, however, that the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities Company shall not be required to sell more than make any representations or warranties with respect to written information specifically provided by a selling Holder for inclusion in the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering registration statement. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder Holder, its ownership of and such holder’s title to the Registrable Securities and its intended method of distribution) ; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to undertake any indemnification obligations liability arising from breach of its representations and warranties and shall be limited to an amount equal to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder proceeds (net of Registrable Securities shall execute expenses and deliver such other agreements as may be reasonably requested by the Company underwriting discounts and the lead managing underwriter(scommissions) that are consistent with it derives from such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8registration.

Underwritten Offerings. No Person may participate in (a) If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 3 of these Registration Rights Provisions and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any Requesting Holders, request that such underwriters include all of the Registrable Common Stock to be offered and sold by such Requesting Holders among the securities of the Company to be distributed by such underwriters; provided, that, if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the Requesting Holders) that if all the Registrable Common Stock requested to be included in such registration (together with all other shares of Common Stock of other stockholders of the Company requested to be so included pursuant to "piggyback" rights granted to such stockholders) were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a registration statement filed hereunder unless price range acceptable to the Company, then the Company shall include in such Person registration, to the extent of the number and type of securities which the Company is advised by the managing underwriter can be sold in such offering, (i) agrees first, securities that the Company proposes to issue and sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) its own account and (ii) completes second, securities held by any person exercising demand registration rights, and executes all questionnaires(iii) third, powers Registrable Common Stock requested to be registered by Requesting Holders pursuant to Section 3 of attorney, custody agreements, indemnities, underwriting agreements these Registration Rights Provisions and Common Stock of any other documents required under the terms stockholders of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters having such registration rights who request registration as aforesaid (other than representations and warranties regarding such holder and such holder’s intended method stockholders referred to in clause (ii) of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To 6(a)), pro rata, among such holders on the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations basis of the number of shares of Common Stock requested to be registered by all such holders, the Company and the underwriters created pursuant to this Section 8.

Underwritten Offerings. No Person In the event that any Holder or Holders that are Affiliates of each other (the “Electing Holders”) elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Common Unit Registrable Securities in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Common Unit Registrable Securities) and (ii) 100% of the then outstanding Common Unit Registrable Securities held by such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Electing Holders (such request, an “Underwritten Offering Notice”), retain underwriters to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that each Holder, together with its Affiliates, shall have the option and right to require the Partnership to effect not more than four Underwritten Offerings in the aggregate, subject to a maximum of one Underwritten Offering during any 90-day period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Common Unit Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. Any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in any underwritten offering pursuant to a registration statement filed hereunder unless such Person Underwritten Offering, but shall not count toward the $15.0 million of Common Unit Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Holders of a majority of the Common Unit Registrable Securities being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Partnership, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell such Person’s securities its Common Unit Registrable Securities on the basis provided in any such underwriting arrangements approved by the Person or Persons entitled hereunder to select agreement and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangements; provided agreement. Each Selling Holder may, at its option, require that no holder any or all of Registrable Securities included in the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwritten offering underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company Partnership or the underwriters (other than representations and representations, warranties or agreements regarding such holder Selling Holder, its authority to enter into such underwriting agreement and such holder’s to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution) or distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to undertake any indemnification obligations withdraw therefrom by notice to the Company or Partnership, the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company Electing Holders and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4Managing Underwriter; provided, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent however, that any such agreement is entered into withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant toto Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and consistent with(B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations other than in either clause (A) or (B) as a result of the holders, occurrence of any event that would reasonably be expected to permit the Company and Partnership to exercise its rights to suspend the underwriters created use of a Registration Statement or other registration statement pursuant to this Section 82.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. No Person The Partnership shall, upon the request of one or more Holders holding, in the aggregate, at least $5.0 million of Registrable Securities (calculated based on the Unit Purchase Price) (such request, an “Demand Notice” and such electing Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that the Partnership shall not be required to effect more than one Underwritten Offering during any 12-month period pursuant to and subject to the conditions of this Section 2.04(a). Upon delivery of such Demand Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Demand Notice to the Partnership) deliver notice of such Demand Notice to all other Holders, who shall then have five Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Demand Notice may participate in any underwritten offering such Underwritten Offering, but shall not count toward the $5.0 million of Registrable Securities required under the first sentence of this Section 2.04(a) to request an Underwritten Offering pursuant to a registration statement filed hereunder Demand Notice. In connection with any Underwritten Offering under this Section 2.04, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Person (i) Selling Holder agrees to sell such Person’s securities its Registrable Securities on the basis provided in any such underwriting arrangements approved by the Person or Persons entitled hereunder to select agreement and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering agreement. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company Partnership or the underwriters (other than representations and representations, warranties or agreements regarding such holder Selling Holder, its authority to enter into such underwriting agreement and such holder’s to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution) or distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an Underwritten Offering, such Selling Holder may elect to undertake any indemnification obligations withdraw therefrom by notice to the Company Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the public announcement at launch (the “Launch”) of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.04(a). No such withdrawal or abandonment shall affect the underwriters with respect thereto Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that are materially more burdensome if all Selling Holders withdraw from such Underwritten Offering after the Launch, other than those provided in as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 7. Each holder 2.03, then such Selling Holders shall pay (pro rata on the basis of the number of Registrable Securities shall execute and deliver held by each such other agreements as may be reasonably requested Selling Holder) for all reasonable Registration Expenses incurred by the Company and Partnership during the lead managing underwriter(s) that are consistent with period from the Launch of such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To Underwritten Offering until the extent that any time all Selling Holders have withdrawn from such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Underwritten Offering.

Underwritten Offerings. No Person may participate in any underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees At any time and from time to sell time when any Holder or Holders representing 25% of the aggregate number of Registrable Securities then outstanding of the Holders as a group (collectively, a “Demanding Holder”) makes a Registration Request, such PersonDemanding Holder may also request that all or any portion of its Registrable Securities be sold to a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s securities on market-making activities (an “Underwriter”) in a firm commitment underwriting for distribution to the basis public or other coordinated offering that is registered pursuant to the Registration Statement (each, an “Underwritten Offering”); provided in any underwriting arrangements approved that CorEnergy shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Person or Persons entitled hereunder Demanding Holder, together with any Registrable Securities proposed to be sold by the Requesting Holders (as hereinafter defined), if any, collectively having a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”). All requests for Underwritten Offerings shall be made by giving written notice to CorEnergy, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering, and such request must be made at the time of the Registration Request. CorEnergy shall have the right to select and approve the underwriters Underwriters for such offering (includingwhich shall consist of one or more reputable nationally recognized investment banks). Notwithstanding anything to the contrary in this Agreement, without limitation, CorEnergy may effect any Underwritten Offering pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided then effective Registration Statement, including a Form S-3 that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities is then available for such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8offering.

Underwritten Offerings. No Person may participate in any registration hereunder which is underwritten offering pursuant to a registration statement filed hereunder unless such Person Person: (ia) agrees to sell such Person’s the same class and type of securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided provided, however, that no holder of Registrable Securities Holder shall be required to sell more than the number of Registrable Securities such holder Holder has requested to include) and ); (iib) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting arrangements; provided and (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided, however, that no holder of Registrable Securities Holder included in any such underwritten offering registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 74.6 or those provided by the other Holders participating in such underwritten registration. For the avoidance of doubt, each Holder shall execute such customary powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders holding the majority of the Registrable Securities. Each holder of Registrable Securities Holder shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holderHolder’s obligations under Section 44.3, Section 5 4.4 and this Section 8 4.7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 4.3 and this Section 84.7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holdersHolders, the Company and the underwriters created pursuant to this Section 84.7. In the case of any registration hereunder that is underwritten which is requested by the Demand Holders, the price, underwriting discount and other financial terms of the related underwriting agreement for such securities shall be determined by the Holders holding a majority of the Registrable Securities requesting such underwritten offering, provided, however, that such price, underwriting discount and other financial terms shall be applicable pari passu among all Registrable Securities included in such registration on a pro rata basis.

Underwritten Offerings. No Person may participate (a) Notwithstanding anything to the contrary set forth in any Section 2.1 or 2.2, in the event there is an underwritten offering pursuant to a Section 2.1 or 2.2, the right of any Holder to include such Holder’s Registrable Securities in such registration statement filed hereunder unless shall be conditioned upon such Person (i) agrees Holder agreeing to sell such Person’s securities its Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select the applicable underwriters and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) completing and (ii) completes and executes executing all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering Holder shall be required to make any representations or warranties to the Company or the underwriters (in connection with any such registration other than representations and warranties regarding as to (i) such holder Holder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such holderHolder, (ii) such Holder’s intended method of distributionpower and authority to effect such transfer, (iii) or such matters pertaining to undertake any indemnification obligations such Holder’s compliance with securities laws with respect to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested requested, (iv) the accuracy of information provided by such Holder, (v) lack of consents or approvals required for Holder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties (the Company “Selling Holder Representations”); provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the lead managing underwriter(s) that are consistent with net amount received by such holder’s obligations under Section 4Holder from the sale of its Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets, Section 5 and this Section 8 including Subordinate Voting Shares, received in exchange for the sale or exchange of such Registrable Securities or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant tosubject of a distribution), and consistent with, Section 4 and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 82.3(a) shall not require any Holder of Registrable Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. Subject to the respective rights and obligations created under foregoing, all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Corporation, as provided in Section 2.5(g)) enter into an underwriting agreement shall supersede in customary form with the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8underwriter(s) selected for such underwriting.

Underwritten Offerings. No Person may participate in If the Company at any underwritten offering pursuant time proposes to a registration statement filed hereunder unless register any of its securities under the Securities Act as contemplated by this Section 5 and such Person (i) agrees securities are to sell such Person’s securities on be distributed by or through one or more underwriters, the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (includingCompany will, without limitation, pursuant to any over-allotment or “green shoe” option if requested by the underwriters; provided that no a holder of Registrable Securities shall be required pursuant to sell more than Section 5(b), use its commercially reasonable efforts to arrange for such underwriters to include all the number of Registrable Securities to be offered and sold by such holder has requested among the securities to include) and (ii) completes and executes all questionnairesbe distributed by such underwriters, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder if the managing underwriter of Registrable Securities included in any such underwritten offering shall inform the Company in writing of its belief that inclusion in such distribution of all or a specified number of such securities proposed to be required distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to make any representations or warranties state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Company common stock desired to be included in such registration (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration, together with the number of securities to be included in such registration for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s written notice to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8described above.

Underwritten Offerings. In the event that, in accordance with Section 2.01(c), the Registrable Securities are to be sold under the Shelf Registration Statement pursuant to an Underwritten Offering, the Company will take all reasonable actions requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the sale of the Registrable Securities, including entering into an underwriting agreement with the Managing Underwriter or Underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, Navy and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, among other provisions, indemnities to the effect and to the extent provided in Section 2.07. No Person Shelf Holder may participate in any underwritten offering pursuant to a registration statement filed hereunder such Underwritten Offering unless such Person (i) Shelf Holder agrees to sell such Person’s securities its Registrable Securities on the basis provided in any such underwriting arrangements approved by the Person or Persons entitled hereunder to select agreement and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangements; provided agreement. Each Shelf Holder may, at its option, require that no holder any or all of Registrable Securities included in the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters also be made to and for such Shelf Holder’s benefit and that any or all of the conditions precedent to the obligations of the underwriters under such underwritten offering underwriting agreement also be conditions precedent to its obligations. No Shelf Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder Shelf Holder and such holder’s its ownership of the securities being registered on its behalf and its intended method of distribution) or distribution and any other representations required by law. If any Shelf Holder disapproves of the terms of an underwriting, such Shelf Holder may elect to undertake any indemnification obligations withdraw therefrom by notice to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) Managing Underwriter; provided, however, that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary notice of withdrawal must be made at a time before the time of pricing of such offering (which shall be deemed to give further effect thereto. To occur upon the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations execution of the holders, purchase or underwriting agreement) in order to be effective. No such withdrawal or abandonment shall affect the Company and the underwriters created pursuant Company’s obligation to this Section 8pay Registration Expenses.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the right of any underwritten offering Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees limitation of the number of Registrable Securities to sell such Person’s securities on the basis provided be underwritten in any underwriting arrangements approved by the Person a Registration pursuant to Section 2.1 or Persons entitled hereunder to select and approve Section 2.2, the underwriters for may (a) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (b) otherwise exclude up to twenty five percent (25%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities held by any other Person, including, without limitation, pursuant any Person who is an employee, officer or director of the Company from the Registration and underwriting and so long as the number of shares to any over-allotment or “green shoe” option requested by be included in the underwriters; provided that no holder Registration on behalf of Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that if, as a result of such underwriter cutback, the Holders cannot include in the initial public offering all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three demand Registrations to which each of the holders of Series A Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, Series C Preferred Shares and Series D and Series D-1 Preferred Shares are entitled pursuant to Section 2.1, as the case may be. Any Registrable Securities excluded or withdrawn from such underwriting shall be required to sell more than withdrawn from the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Registration.

Underwritten Offerings. No Person may participate in any registration hereunder which is underwritten offering pursuant to a registration statement filed hereunder unless such Person Person: (ia) agrees to sell such Person’s the same class and type of securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities Holder shall be required to sell more than the number of Registrable Securities such holder Holder has requested to include) and ); (iib) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting arrangements; and (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no holder of Registrable Securities Holder included in any such underwritten offering registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 77 or those provided by the other Holders participating in such underwritten registration. For the avoidance of doubt, each Holder shall execute such customary powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders holding the majority of the Registrable Securities. Each holder of Registrable Securities Holder shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holderHolder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holdersHolders, the Company and the underwriters created pursuant to this Section 8. In the case of any registration hereunder that is underwritten which is requested by the Holders of NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, the price, underwriting discount and other financial terms of the related underwriting agreement for such securities shall be determined by the Holders holding a majority of the NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, requesting such underwritten offering, provided, that such price, underwriting discount and other financial terms shall be applicable pari passu among all Registrable Securities included in such registration on a pro rata basis.

Underwritten Offerings. No Person may participate in any The Company shall use its best efforts to cause the managing underwriters of a proposed underwritten offering pursuant to Section 2(a) to permit the Holder of Registrable Securities requested to be included in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as any Similar Securities of the Company included therein. Upon request by the Company or the managing underwriters made to the Holders of Registrable Securities, such Holder shall enter into underwriting agreements with such underwriters providing for the inclusion of such Registrable Securities in such offering on such terms and conditions or, if the Holder shall refuse to enter into any such agreements, the Company shall have the right to exclude from such registration all (but not less than all) Registrable Securities of the Holder. Notwithstanding the foregoing, if the managing underwriters of such offering advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration statement filed hereunder unless such Person (i) agrees first, the securities originally intended to sell such Person’s securities be sold on behalf of the basis provided Company in any underwriting arrangements approved by the Person or Persons entitled hereunder registration prior to select and approve the underwriters for such offering giving of the Registration Notice, (includingii) second, without limitation, pursuant to any over-allotment or “green shoe” option requested by (i) the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms any Common Shares held by any person (an "Owner") to whom such Common Shares were issued in an acquisition of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required Owner's podiatry practice pursuant to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by a business purchase agreement between the Company and the lead managing underwriter(ssuch Owner ("Owners' Common Shares") that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant toRegistrable Securities or Owners' Common Shares have been requested to be included in such registration, pro rata among the Holders and consistent with, Section 4 and this Section 8, Owners on the respective rights and obligations created under such agreement shall supersede the respective rights and obligations basis of the holdersnumber of shares owned by each such Holder and Owner and (iii) third, the Company and the underwriters created pursuant other securities requested to this Section 8be included in such registration.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided in this Section 2.4. All Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of seventy five percent (75%) of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to fifty percent (50%) of the Registrable Securities requested to includebe Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the Holders is allocated among all non-excluded Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such non-excluded Holders to be included; provided, that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and (ii) completes and executes all questionnairessuch withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, powers of attorneyas the case may be; provided, custody agreementsfurther, indemnities, underwriting agreements and other documents required under that if any Holder disapproves the terms of such underwriting arrangements; provided that no holder any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities included in any excluded or withdrawn from such underwritten offering shall be required to make any representations or warranties to withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method may round the number of distribution) or shares allocated to undertake any indemnification obligations a Holder to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(snearest one hundred (100) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8shares.

Underwritten Offerings. No Person may participate in If requested by the underwriters for ------------------------------------- any underwritten offering by holders of Registrable Securities pursuant to a registration statement filed hereunder unless requested under Article II, the Company will enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (offering, such agreement to be reasonably satisfactory in form and substance to the Company, each such holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, pursuant indemnities to any over-allotment or “green shoe” option requested by the underwriterseffect and to the extent provided in Section 5.1. The holders of the Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof; provided that no nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder holder, such holder's Registrable Securities and such holder’s 's intended method of distribution) or to undertake distribution and any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested representation required by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8law.

Underwritten Offerings. No Person may participate in (a) If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 3 of these Registration Rights Provisions and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any Requesting Holders, request that such underwriters include all of the Registrable Common Stock to be offered and sold by such Requesting Holders among the securities of the Company to be distributed by such underwriters; provided, that, if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the Requesting Holders) that if all the Registrable Common Stock requested to be included in such registration (together with all other shares of Common Stock of other stockholders of the Company requested to be so included pursuant to “piggyback” rights granted to such stockholders) were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a registration statement filed hereunder unless price range acceptable to the Company, then the Company shall include in such Person registration, to the extent of the number and type of securities which the Company is advised by the managing underwriter can be sold in such offering, (i) agrees first, securities that the Company proposes to issue and sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) its own account and (ii) completes second, securities held by any person exercising demand registration rights, and executes all questionnaires(iii) third, powers Registrable Common Stock requested to be registered by Requesting Holders pursuant to Section 3 of attorney, custody agreements, indemnities, underwriting agreements these Registration Rights Provisions and Common Stock of any other documents required under the terms stockholders of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters having such registration rights who request registration as aforesaid (other than representations and warranties regarding such holder and such holder’s intended method stockholders referred to in clause (ii) of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To 6(a)), pro rata, among such holders on the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations basis of the number of shares of Common Stock requested to be registered by all such holders, the Company and the underwriters created pursuant to this Section 8.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Clause 12.1(a) or Clause 12.1(b), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Clause 12.1(a) and Clause 12.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities to be underwritten in a Registration pursuant to Clause 12.1(a) or Clause 12.1(b), the underwriters may (i) in the event the offering is the Company's Qualified IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such holder has requested to include) and offering are those sold for the account of the Company), or (ii) completes otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and executes underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all questionnairesHolders in proportion, powers as nearly as practicable, to the respective amounts of attorneyRegistrable Securities requested by such Holders to be included, custody agreementsprovided that any Initiating Holder shall have the right to withdraw its request for Registration from underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, indemnitiesand such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Clause 12.1(a) and Clause 12.1(b), underwriting agreements and other documents required under as the case may be. If any Holder disapproves the terms of such underwriting arrangements; provided that no holder any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities included in any excluded or withdrawn from such underwritten offering shall be required to make any representations or warranties to withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method may round the number of distribution) or shares allocated to undertake any indemnification obligations a Holder to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(snearest one hundred (100) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8shares.

Underwritten Offerings. No Person may participate (a) Notwithstanding anything to the contrary set forth in any Section 2.1 or 2.2, in the event there is an underwritten offering pursuant to a Section 2.1 or 2.2, the right of any Holder to include such Holder’s Registrable Securities in such registration statement filed hereunder unless shall be conditioned upon such Person (i) agrees Holder agreeing to sell such Person’s securities its Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select the applicable underwriters and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) completing and (ii) completes and executes executing all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering Holder shall be required to make any representations or warranties to the Company or the underwriters (in connection with any such registration other than representations and warranties regarding as to (i) such holder Holder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such holderHolder, (ii) such Holder’s intended method of distributionpower and authority to effect such transfer, (iii) or such matters pertaining to undertake any indemnification obligations such Holder’s compliance with securities laws with respect to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested requested, (iv) the accuracy of information provided by such Holder, (v) lack of consents or approvals required for Holder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties (the Company “Selling Holder Representations”); provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the lead managing underwriter(s) that are consistent with net amount received by such holder’s obligations under Section 4Holder from the sale of its Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets, Section 5 and this Section 8 including Common Shares, received in exchange for the sale or exchange of such Registrable Securities or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant tosubject of a distribution), and consistent with, Section 4 and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 82.3(a) shall not require any Holder of Registrable Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. Subject to the respective rights and obligations created under foregoing, all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Corporation, as provided in Section 2.5(g)) enter into an underwriting agreement shall supersede in customary form with the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8underwriter(s) selected for suchunderwriting.

Underwritten Offerings. No Person may participate in any registration hereunder which is underwritten offering pursuant to a registration statement filed hereunder unless such Person Person: (ia) agrees to sell such Person’s the same class and type of securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities Holder shall be required to sell more than the number of Registrable Securities such holder Holder has requested to include) and ); (iib) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting arrangements; and (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no holder of Registrable Securities Holder included in any such underwritten offering registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 77 or those provided by the other Holders participating in such underwritten registration. For the avoidance of doubt, each Holder shall execute such customary powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders holding the majority of the Registrable Securities. Each holder of Registrable Securities Holder shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holderHolder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holdersHolders, the Company and the underwriters created pursuant to this Section 8. In the case of any registration hereunder that is underwritten which is requested by the Holders of Investor Registrable Securities or Sponsor Registrable Securities, as applicable, the price, underwriting discount and other financial terms of the related underwriting agreement for such securities shall be determined by the Holders holding a majority of the Investor Registrable Securities or Sponsor Registrable Securities, as applicable, requesting such underwritten offering, provided, that such price, underwriting discount and other financial terms shall be applicable pari passu among all Registrable Securities included in such registration on a pro rata basis.

Underwritten Offerings. No Person may participate in If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration statement filed hereunder unless requested under Article II, the Company will enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (offering, such agreement to be reasonably satisfactory in form and substance to the Company, each such holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, pursuant indemnities to the effect and to the extent provided in Section 5.1. The holders of the Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof; provided, that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any over-allotment or “green shoe” option requested by all of the underwriters; provided representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that no 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 Securities. Any such holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder holder, such holder's Registrable Securities and such holder’s 's intended method of distribution) or to undertake distribution and any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested representation required by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8law.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Section 2.1 (Registration Other Than on Form F-3 or Form S-3) or Section 2.2 (Registration on Form F-3 or Form S-3), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 (Registration Other Than on Form F-3 or Form S-3) and Section 2.2 (Registration on Form F-3 or Form S-3). In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has to be underwritten in a Registration pursuant to Section 2.1 (Registration Other Than on Form F-3 or Form S-3) or Section 2.2 (Registration on Form F-3 or Form S-3), the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to include) be Registered but only after first excluding all other Equity Securities from the Registration and (ii) completes and executes underwritten offering, provided that the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all questionnairesHolders in proportion, powers as nearly as practicable, to the respective amounts of attorney, custody agreements, indemnities, underwriting agreements and other documents required under Registrable Securities requested by such Holders to be included. If any Holder disapproves the terms of such underwriting arrangements; provided that no holder any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities included in any excluded or withdrawn from such underwritten offering shall be required to make any representations or warranties to withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method may round the number of distribution) or shares allocated to undertake any indemnification obligations a Holder to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(snearest one hundred (100) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8shares.

Underwritten Offerings. The DLJ Entities will have the right, in their sole discretion, to select an underwriter or underwriters in connection with any underwritten offering resulting from the exercise by any DLJ Entity of a demand for registration under Section 2(a), in which offering the Registrable Securities to be registered by the DLJ Entities pursuant to Section 2(a) constitute more than 50% of all Registrable Securities to be registered pursuant to Section 2(a). Such underwriter or underwriters may include any Affiliate of any DLJ Entity. The Board shall select, in its sole discretion, the underwriter or underwriters in connection with any other underwritten offering; provided that, in any underwritten offering in which Xxxxx is the Initiating Stockholder, the lead underwriters of such offering shall be reasonably acceptable to Xxxxx and; provided further that, in any underwritten offering in which at least 30% of the securities to be sold are owned by the DLJ Entities, the DLJ Entities shall have the right to designate one co-lead underwriter in connection with such offering (which will not, unless the Company consents, be the book-runner). Such underwriter may include any Affiliate of any DLJ Entity. The underwriting agreement shall be reasonably satisfactory in substance and form to the Board and shall contain such representations and warranties by the Company and by the selling stockholders and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2(f). No Person may participate in any underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to select and approve Board that are consistent with the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder provisions of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) this Agreement and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company arrangements and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and provisions of this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Agreement.

Underwritten Offerings. No Person may participate in (a) Shelf and Demand Registrations. If requested by the underwriters for any underwritten offering Underwritten Offering requested by holders of Registrable Securities pursuant to a registration statement filed hereunder unless Registration under Section 2.1 or under Section 2.2, the Company shall enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (offering, such agreement to be reasonably satisfactory in substance and form to the Company, holders of a majority of the Registrable Securities to be included in such underwriting, and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, pursuant indemnities no less favorable to the recipient thereof than those provided in Section 2.9. The holders of the Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof. Such holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any over-allotment or “green shoe” option requested by all of the underwriters; provided representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that no 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 Securities. Any such holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder and holder, such holder’s 's Registrable Securities, such holder's intended method of distribution) or to undertake distribution and any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested representations required by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8law.

Underwritten Offerings. No Person may participate in (a) Requested Underwritten Offerings -------------------------------- If requested by the underwriters for any underwritten offering by the Selling Holders pursuant to a registration statement filed hereunder unless requested under Section 2.1 or 2.2, the Company shall enter into a customary underwriting agreement with such Person (i) agrees underwriter or underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to sell the Selling Holders and shall contain such Person’s securities representations and warranties by, and such other agreements on the basis provided part of, the Company and such other terms as are generally prevailing in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (agreements of that type, including, without limitation, pursuant such customary provisions relating to any over-allotment or “green shoe” option requested indemnification and contribution by the underwriters; provided that no holder of Registrable Securities Company. The Selling Holders shall be required parties to sell more than such underwriting agreement and may, at their option, require that any or all of the number of Registrable Securities such holder has requested representations and warranties by, and the other agreements on the part of, the Company to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under for the terms benefit of such underwriters shall also be made to and for the benefit of the Selling Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting arrangements; provided that no holder agreement be conditions precedent to the obligations of Registrable Securities included in any such underwritten offering the Selling Holders. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder Selling Holder, its ownership of and such holder’s title to the Registrable Common Stock, and its intended method of distribution) ; any liability of any Selling Holder to any underwriter or other Person under such underwriting agreement shall be limited to undertake any indemnification obligations liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the Company net proceeds that it derives from such registration; and no Selling Holder shall be required to indemnify any underwriter, or the underwriters with respect thereto that are materially more burdensome contribute to any payments required to be made by any underwriter in lieu thereof, to any greater extent than those provided such Selling Holder has agreed in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 82.7.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any underwritten offering Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such holder has requested to include) and offering are those of the Company), or (ii) completes otherwise exclude up to twenty percent (20%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and executes underwriting and so long as the number of shares to be included in the Registration on behalf of Holders is allocated among all questionnairesHolders in proportion, powers of attorneyas nearly as practicable, custody agreements, indemnities, underwriting agreements and other documents required under to the terms of such underwriting arrangements; provided that no holder respective amounts of Registrable Securities included requested by such Holders to be included, provided that if, as a result of such underwriter cutback, the Holders cannot include in any such underwritten the initial public offering shall be required to make any representations or warranties to all of the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver that they have requested to be included therein, then such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8.Registration

Underwritten Offerings. No Person may participate in If requested by the underwriters for any underwritten offering by holders of Registerable Securities pursuant to a registration statement filed hereunder unless requested under Article II, the Company will enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (offering, such agreement to be reasonably satisfactory in form and substance to the Company, each such holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, pursuant indemnities to the effect and to the extent provided in Section 5.1. The holders of the Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof; provided, that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any over-allotment or “green shoe” option requested by all of the underwriters; provided representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that no 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 Securities. Any such holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder holder, such holder's Registrable Securities and such holder’s 's intended method of distribution) or to undertake distribution and any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested representation required by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8law.

Underwritten Offerings. No Person may participate If, in connection with a request to register Registrable Securities under Section 12.1(1) or Section 12.1(2), the Initiating Holders intend to distribute such Registrable Securities by means of an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders. In such event, the right of any underwritten offering Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Agreement, if the underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person limitation of the number of securities underwritten (i) agrees to sell such Person’s securities on including Registrable Securities), then the basis provided Company shall so advise all Holders that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in any the underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required allocated to sell more than such Holders pro rata based on the number of Registrable Securities held by all such holder has requested to include) and Holders (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under including the terms of Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting arrangements; provided that no holder of unless all other securities are first excluded. Any Registrable Securities included in any excluded or withdrawn from such underwritten offering underwriting shall be required to make any representations or warranties to withdrawn from the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Registration.

Underwritten Offerings. No Person may participate in In connection with any underwritten offering pursuant to a registration statement filed hereunder unless requested under Sections 1.2, 1.3 or 1.4, the Company will enter into an underwriting agreement with the underwriters, reasonably acceptable to Xxxxxxx, for such Person offering, such agreement (isubject to the following sentence) agrees to sell contain such Person’s securities on the basis provided in any underwriting arrangements approved representations and warranties by the Person or Persons entitled hereunder to select Company and approve the underwriters for such offering (including, without limitation, pursuant to other terms as are customarily contained in agreements of that type. Xxxxxxx and any over-allotment or “green shoe” option requested by the underwritersparticipating Holder of Registrable Securities must execute such underwriting agreement; provided that Xxxxxxx and no holder Holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, executing any underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering agreement shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding Xxxxxxx, or such holder Holder, or the Registrable Securities and such holder’s the intended method of distribution, and any other representations and warranties agreed upon by Xxxxxxx included in such offering) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those thereto, except as otherwise provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements 1.8 hereof or as otherwise may be reasonably requested agreed upon by Xxxxxxx; provided, however, that the Company and shall not be liable for any breach of this Agreement if Xxxxxxx declines to enter into an underwriting agreement which varies the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8terms hereof.

Underwritten Offerings. No Person may participate in any registration hereunder which is underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 76. For the avoidance of doubt, each holder of Registrable Securities shall execute such powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the holders of the majority of the Registrable Securities. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 4 and this Section 8 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 87, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 87.

Underwritten Offerings. No Person may participate (a) Notwithstanding anything to the contrary set forth in any Section 2.1 or 2.2, in the event there is an underwritten offering pursuant to a Section 2.1 or 2.2, the right of any Holder to include such Holder’s Registrable Securities in such registration statement filed hereunder unless shall be conditioned upon such Person (i) agrees Holder agreeing to sell such Person’s securities its Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select the applicable underwriters and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) completing and (ii) completes and executes executing all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering Holder shall be required to make any representations or warranties to the Company or the underwriters (in connection with any such registration other than representations and warranties regarding as to (i) such holder Holder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such holderHolder, (ii) such Holder’s intended method of distributionpower and authority to effect such transfer, (iii) or such matters pertaining to undertake any indemnification obligations such Holder’s compliance with securities laws with respect to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested requested, (iv) the accuracy of information provided by such Holder, (v) lack of consents or approvals required for Holder to perform its obligations, (vi) lack of association or affiliation with any member firm of FINRA and (vii) any other customary selling shareholder representations and warranties (the Company “Selling Holder Representations”); provided further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the lead managing underwriter(s) that are consistent with net amount received by such holder’s obligations under Section 4Holder from the sale of its Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets, Section 5 and this Section 8 including Common Shares, received in exchange for the sale or exchange of such Registrable Securities or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant tosubject of a distribution), and consistent with, Section 4 and the relative liability of each such Holder shall be in proportion to such net amounts; provided further still that this Section 82.3(a) shall not require any Holder of Registrable Securities to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.10. Subject to the respective rights and obligations created under foregoing, all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Corporation, as provided in Section 2.5(g)) enter into an underwriting agreement shall supersede in customary form with the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8underwriter(s) selected for such underwriting.

Underwritten Offerings. No Person may participate in (a) If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 3 of these Registration Rights Provisions and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any Requesting Holders, request that such underwriters include all of the Registrable Shares to be offered and sold by such Requesting Holders among the securities of the Company to be distributed by such underwriters; provided, that, if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the Requesting Holders) that if all the Registrable Shares requested to be included in such registration (together with all other shares of Common Stock of other stockholders of the Company requested to be so included pursuant to "piggyback" rights granted to such stockholders) were so included, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities which could be sold in such offering within a registration statement filed hereunder unless price range acceptable to the Company, then the Company shall include in such Person registration, to the extent of the number and type of securities which the Company is advised by the managing underwriter can be sold in such offering, (i) agrees first, securities that the Company proposes to issue and sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) its own account and (ii) completes second, securities held by any person exercising demand registration rights, and executes all questionnaires(iii) third, powers Registrable Shares requested to be registered by Requesting Holders pursuant to Section 3 of attorney, custody agreements, indemnities, underwriting agreements these Registration Rights Provisions and Common Stock of any other documents required under the terms stockholders of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to the Company or the underwriters having such registration rights who request registration as aforesaid (other than representations and warranties regarding such holder and such holder’s intended method stockholders referred to in clause (ii) of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To 6(a)), pro rata, among such holders on the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations basis of the number of shares of Common Stock requested to be registered by all such holders, the Company and the underwriters created pursuant to this Section 8.

Underwritten Offerings. No Person may participate in any underwritten offering (a) In the case of a registration pursuant to a registration statement filed hereunder unless such Person (i) agrees Sections 3.1 and 3.3, if the Company shall have determined to sell such Person’s securities on the basis provided enter into an underwriting agreement in any underwriting arrangements approved by the Person connection therewith, each Participating Demand Holder or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder Holder of Registrable Securities participating in such registration, as applicable, shall be subject to such underwriting agreement. Any Participating Demand Holder or Holder of Registrable Securities participating in the registration, as applicable, may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for its benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Demand Holder or Holder of Registrable Securities; provided, however, that the Company shall not be required to sell more than make any representations or warranties with respect to written information specifically provided by any Participating Demand Holder or Holder of Registrable Securities, as applicable, for inclusion in the number registration statement. No Participating Demand Holder or Holder of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations, warranties or agreements regarding such Participating Demand Holder or Holder of Registrable Securities, as applicable, its ownership of and title to the Registrable Securities or Demand Shares, as applicable; and any liability of a Participating Demand Holder or Holder of Registrable Securities, as applicable, to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties regarding such holder and such holder’s intended method of distribution) or shall be limited to undertake any indemnification obligations an amount equal to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder proceeds (net of Registrable Securities shall execute expenses and deliver such other agreements as may be reasonably requested by the Company underwriting discounts and the lead managing underwriter(scommissions) that are consistent with it derives from such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8registration.

Underwritten Offerings. No Person may participate in any (a) In the event of an underwritten offering in which a Holder participates pursuant to a registration statement filed hereunder unless such Person Demand Registration or a Shelf Registration, the Company shall enter into a customary Underwriting Agreement with the underwriters. Such Underwriting Agreement shall (i) agrees be satisfactory in form and substance to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (includinge&, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes contain terms not inconsistent with the provisions of this Agreement and executes all questionnaires(iii) contain such representations and warranties by, powers and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of attorneythat type, custody agreements, indemnities, underwriting including indemnities and contribution agreements and other documents required under on substantially the same terms of as those contained herein or as otherwise customary for the underwriters. Every selling Holder shall be a party to such underwriting arrangements; agreement, provided that no holder of Registrable Securities included in any under such underwritten offering underwriting agreement: (i) each selling Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than customary representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and warranties regarding title to the Registrable Securities, any written information specifically provided by such holder selling Holder for inclusion in the Registration Statement and such holder’s its intended method of distribution, and (ii) any liability of such selling Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such selling Holder upon the sale of Registrable Securities pursuant to undertake any indemnification obligations such Registration Statement (after deducting underwriters’ discounts and commissions) and in no event shall relate to anything other than information about such selling Holder specifically provided by e& for use in the Company or the underwriters with respect thereto that are materially more burdensome Registration Statement and prospectus and shall otherwise contain terms no less advantageous to such selling Holders than those provided in Section 7. Each holder of Registrable Securities shall execute 11 (the above clauses (i) and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s(ii) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8collectively, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8“Acceptable Terms”).

Underwritten Offerings. No Person may participate If, in connection with a request to register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any underwritten offering Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s Qualified IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such holder has requested to include) and offering are those of the Company), or (ii) completes otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be registered but only after first excluding all other Equity Securities from the Registration and executes underwriting and so long as the number of shares to be included in the Registration on behalf of Holders is allocated among all questionnairesHolders in proportion, powers of attorneyas nearly as practicable, custody agreements, indemnities, underwriting agreements and other documents required under to the terms of such underwriting arrangements; provided that no holder respective amounts of Registrable Securities requested by such Holders to be included, provided that if, as a result of such underwriter cutback, the Holders cannot include in the initial public offering all of the Registrable Securities that they have requested to be included in any therein, then such underwritten offering Registration shall not be deemed to constitute one (1) of the three (3) demand Registrations to which the Holders are entitled pursuant to Section 2.1. Any Registrable Securities excluded or withdrawn from such underwriting shall be required to make any representations or warranties to withdrawn from the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Registration.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any underwritten offering Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such holder has requested to include) and offering are those of the Company), or (ii) completes otherwise exclude up to twenty percent (20%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and executes underwriting and so long as the number of shares to be included in the Registration on behalf of Holders is allocated among all questionnairesHolders in proportion, powers of attorneyas nearly as practicable, custody agreements, indemnities, underwriting agreements and other documents required under to the terms of such underwriting arrangements; provided that no holder respective amounts of Registrable Securities requested by such Holders to be included, provided that if, as a result of such underwriter cutback, the Holders cannot include in the initial public offering all of the Registrable Securities that they have requested to be included in any therein, then such underwritten offering Registration Shareholders Agreement shall not be deemed to constitute one (1) of the two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1. Any Registrable Securities excluded or withdrawn from such underwriting shall be required to make any representations or warranties to withdrawn from the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Registration.

Underwritten Offerings. No Person may participate in (a) If requested by the ---------------------- underwriters for any underwritten offering of Registrable Securities pursuant to a registration statement filed hereunder unless requested under Section 2.1 except the second sentence of Section ----------- ------- 2.1(i), the Company will enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the ------ underwriters for such offering (offering, such agreement to be reasonably satisfactory in substance and form to each Holder of Registrable Securities being registered and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, pursuant indemnities to any over-allotment or “green shoe” option requested by the underwriters; effect and to the extent provided that no holder in Section 2.6. Each such Holder of Registrable Securities will ----------- cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided, that nothing herein contained shall be required to sell more than diminish the number -------- foregoing obligations of the Company. The Holders of Registrable Securities to be distributed by such holder has requested underwriters shall be parties to include) such underwriting agreement and (ii) completes may, at their option, require that any or all of the representations and executes all questionnaireswarranties by, powers of attorneyand the other agreements on the part of, custody agreements, indemnities, underwriting agreements the Company to and other documents required under for the terms 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 arrangements; provided that no holder agreement be conditions precedent to the obligations of Registrable Securities included in any such underwritten offering Holders. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder Holder, such Holder's Registrable Securities and other securities of the Company, such holder’s Holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent withany representations, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8warranties or agreements required by law.

Underwritten Offerings. If (a) requested by the underwriters for any underwritten offering by the Holders pursuant to a registration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters or (b) the Company shall have determined to enter into an underwriting agreement in connection with a registration pursuant to Section 2.2, any Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder participating in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a selling Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration. No Person may participate in any a registration involving an underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any the applicable underwriting arrangements approved by agreement and, subject to the Person or Persons entitled hereunder to select and approve the underwriters for such offering (includingprovisions of this Section 2.7, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all reasonable questionnaires, and other documents, including custody agreements and powers of attorney, custody agreementsthat must be executed in connection therewith, indemnities, underwriting agreements and provides such other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties information to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements underwriter as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any register such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Person’s securities.

Underwritten Offerings. No Person may participate in If requested by the underwriters for any underwritten offering by Holders of Call Securities pursuant to a registration statement filed hereunder unless requested under Section 2.1, the Company will enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (offering, such agreement to be satisfactory in substance and form to the Company, to Holders of more than 50% of the Call Securities included in such registration and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, pursuant indemnities to any over-allotment or “green shoe” option requested by the underwriters; effect and to the extent provided in Section 2.6. The Holders of the Call Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided that no holder nothing herein contained shall diminish the foregoing obligations of Registrable the Company or rights of such Holders. The Holders of Call Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Call Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders of Call Securities. Other than as required under Section 2.3 hereof, any such Holder of Call Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements typical in an offering of this type, including those regarding such holder Holder, such Holder's Call Securities, and such holder’s Holder's intended method of distribution) or to undertake , any indemnification obligations other information supplied by such Holder to the Company or for use in the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute Registration Statement and deliver such any other agreements as may be reasonably requested representation required by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8law.

Underwritten Offerings. No Person may participate in any (a)In the event of an underwritten offering in which a Holder participates pursuant to a registration statement filed hereunder unless such Person Demand Registration or a Shelf Registration, the Company shall enter into a customary Underwriting Agreement with the underwriters. Such Underwriting Agreement shall (i) agrees be satisfactory in form and substance to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (includinge&, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes contain terms not inconsistent with the provisions of this Agreement and executes all questionnaires(iii) contain such representations and warranties by, powers and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of attorneythat type, custody agreements, indemnities, underwriting including indemnities and contribution agreements and other documents required under on substantially the same terms of as those contained herein or as otherwise customary for the underwriters. Every selling Holder shall be a party to such underwriting arrangements; agreement, provided that no holder of Registrable Securities included in any under such underwritten offering underwriting agreement: (i) each selling Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than customary representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and warranties regarding title to the Registrable Securities, any written information specifically provided by such holder selling Holder for inclusion in the Registration Statement and such holder’s its intended method of distribution, and (ii) any liability of such selling Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such selling Holder upon the sale of Registrable Securities pursuant to undertake any indemnification obligations such Registration Statement (after deducting underwriters’ discounts and commissions) and in no event shall relate to anything other than information about such selling Holder specifically provided by e& for use in the Company or the underwriters with respect thereto that are materially more burdensome Registration Statement and prospectus and shall otherwise contain ​ ​ terms no less advantageous to such selling Holders than those provided in Section 7. Each holder of Registrable Securities shall execute 11 (the above clauses (i) and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s(ii) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8collectively, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8“Acceptable Terms”).

Underwritten Offerings. No Person may participate (a) If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any underwritten offering Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company's IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such holder has requested to include) and offering are those of the Company), or (ii) completes otherwise exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after excluding all other Equity Securities from the Registration and executes underwriting and so long as the number of shares to be included in the Registration on behalf of Holders is allocated among all questionnairesHolders in proportion, powers of attorneyas nearly as practicable, custody agreements, indemnities, underwriting agreements and other documents required under to the terms of such underwriting arrangements; provided that no holder respective amounts of Registrable Securities included requested by such Holders to be included, provided that if, as a result of such underwriter cutback, the Holders cannot include in any such underwritten the initial public offering shall be required to make any representations or warranties to all of the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities that they have requested to be included therein, then such Registration shall execute and deliver such other agreements as may not be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary deemed to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations constitute one of the holders, the Company and the underwriters created pursuant to this Section 8.three demand Registrations to

Underwritten Offerings. No Person may participate in (a) The Participating Holders shall be parties to an underwriting agreement for any underwritten offering Underwritten Offering requested by any member of the KKR Group or an Eligible Viper Limited Partner who is the Initiating Holder or the Initiating Shelf Take-Down Holder pursuant to a registration statement filed hereunder unless such Person Registration under Section 15.1 or Section 15.2, which underwriting agreement shall (i) agrees be in customary form and subject to sell such Person’s securities on the basis provided in any underwriting arrangements approved by reasonable approval of the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) General Partner and (ii) completes and executes provide that any or all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms conditions precedent to the obligations of such underwriters under such underwriting arrangements; provided that no holder agreement also shall be conditions precedent to the obligations of Registrable Securities included in any such underwritten offering Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company Partnership or the underwriters (in connection with such underwriting agreement other than representations and representations, warranties or agreements regarding such holder and Participating Holder, such holderParticipating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution) or to undertake any indemnification obligations , absence of liens with respect to the Company or Registrable Securities, enforceability of the underwriters applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect thereto that are materially more burdensome than those provided in Section 7. Each holder to the entry into such underwriting agreement and the sale of such Registrable Securities shall execute and deliver any other representations required to be made by such other agreements as may be reasonably requested by the Company Participating Holder under applicable Law and the lead managing underwriter(s) that are consistent aggregate amount of the liability of such Participating Holder in connection with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such underwriting agreement shall supersede the respective rights not exceed such Participating Holder’s gross proceeds from such Underwritten Offering (less underwriting discounts and obligations of the holders, the Company and the underwriters created pursuant to this Section 8commissions).

Underwritten Offerings. No Person may participate in If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration statement filed hereunder unless the Shelf Registration or Demand Registration, the Company will enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (includingwhich is satisfactory in substance and form to the Company, without limitation, pursuant to any over-allotment or “green shoe” option requested holders of a majority of the Registrable Securities included in such offering and the underwriters and contains such representations and warranties by the underwritersCompany and such other terms as are generally prevailing in agreements of this type, including without limitation indemnities to the effect and to the extent provided in Section 2.7. The holders of the Registrable Securities included in such offering will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof; provided that no however, such cooperation and consideration does not diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement. No holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder and (i) such holder’s , (ii) such holder's Registrable Securities, (iii) such holder's intended method of distributiondistribution of Registrable Securities, (iv) or to undertake any indemnification obligations information supplied by such holder in writing to the Company or specifically for use in the underwriters registration statement, (v) other representations required by law and (vi) with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver to agreements with the underwriters, such other agreements not inconsistent with this Agreement as may be are reasonably requested by the Company such underwriters and the lead managing underwriter(s) that are consistent with customary for such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8transactions.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initialing Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any underwritten Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that the number of securities requested to be included in such demand registration exceeds the number which can be sold in such offering pursuant without being likely to have a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities significant adverse effect on the basis provided in any underwriting arrangements approved by price, timing or distribution of the Person class of securities offered or Persons entitled hereunder to select the market for the class of securities offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and approve underwritten pursuant hereto, and the underwriters for may exclude such offering number of Registrable Securities from the underwriting as required after excluding any other Equity Securities (including, without limitation, pursuant any Equity Securities which the Company may seek to any over-allotment or “green shoe” option requested by include in the underwriters; provided underwriting for its own account and all Equity Securities that no holder of are not Registrable Securities shall be required to sell more and held by persons other than Holders) from the underwriting. If a limitation of the number of Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the underwriting by selling Holders shall be allocated among such holder has Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, at least 30% of shares of Registrable Securities requested by the Holders to include) be included in such underwriting and (ii) completes and executes all questionnaires, powers registration shall be so included. If any Holder disapproves of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering shall be required underwriting, such Holder may elect to make any representations or warranties withdraw therefrom by written notice to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(sunderwriter, delivered at least ten (10) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary Business Days prior to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations effective date of the holders, registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the Company and the underwriters created pursuant to this Section 8registration.

Underwritten Offerings. In the event of an underwritten offering pursuant to this Section 2, the Company and each Holder will make such arrangements with the underwriters so that such Holder may participate in the offering on the same terms as the Company and any other party selling securities in such offering. The Company will not be required under this Section 2 to include any of a Holder’s Registrable Securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it (or by other persons entitled to select the underwriter or underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the managing underwriters determine would not reasonably be expected to jeopardize the success of the offering by the Company (the “Maximum Offering Size”). No Person selling Holder may participate in any underwritten offering pursuant to a registration statement filed hereunder this Section 2 unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) selling Holder completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of or in connection with such underwriting arrangements; provided agreement. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that no holder marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities Securities) from the Registration and the underwriting , and the number of shares that may be included in any such underwritten offering shall Registration and the underwriting will be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by allocated pro rata among the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations each of the holders, Holders requesting inclusion of their Registrable Securities in such registration statement based upon the Company and Registrable Securities held by such Holder up to the underwriters created pursuant to this Section 8Maximum Offering Size.

Underwritten Offerings. No Person may participate If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any underwritten offering Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder limitation of Registrable Securities shall be required to sell more than the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such holder has requested to include) and offering are those of the Company), or (ii) completes otherwise exclude up to twenty percent (20%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and executes underwriting and so long as the number of shares to be included in the Registration on behalf of Holders is allocated among all questionnairesHolders in proportion, powers of attorneyas nearly as practicable, custody agreements, indemnities, underwriting agreements and other documents required under to the terms of such underwriting arrangements; provided that no holder respective amounts of Registrable Securities requested by such Holders to be included, provided that if, as a result of such underwriter cutback, the Holders cannot include in the initial public offering all of the Registrable Securities that they have requested to be included in any therein, then such underwritten offering Registration shall not be deemed to constitute one (1) of the two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1. Any Registrable Securities excluded or withdrawn from such underwriting shall be required to make any representations or warranties to withdrawn from the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8Registration.

Underwritten Offerings. No Person may participate in (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration statement filed hereunder unless requested under Section 2.1 except the second sentence of Section 2.1(i), the Company will enter into an underwriting agreement with such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (offering, such agreement to be reasonably satisfactory in substance and form to each Holder of Registrable Securities being registered and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, pursuant indemnities to any over-allotment or “green shoe” option requested by the underwriters; effect and to the extent provided that no holder in Section 3.1. Each such Holder of Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided, that nothing herein contained shall be required to sell more than diminish the number foregoing obligations of the Company. The Holders of Registrable Securities to be distributed by such holder has requested underwriters shall be parties to include) such underwriting agreement and (ii) completes may, at their option, require that any or all of the representations and executes all questionnaireswarranties by, powers of attorneyand the other agreements on the part of, custody agreements, indemnities, underwriting agreements the Company to and other documents required under for the terms 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 arrangements; provided that no holder agreement be conditions precedent to the obligations of Registrable Securities included in any such underwritten offering Holders. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and representations, warranties or agreements regarding such holder Holder, such Holder's Registrable Securities and other securities of the Company, such holder’s Holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent withany representations, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8warranties or agreements required by law.

Underwritten Offerings. No Person may participate in any registration hereunder which is underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to select and approve the underwriters for such offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) arrangements and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any such underwritten offering registration shall be required to make any representations or warranties to the Company Issuer or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company Issuer or the underwriters with respect thereto that are materially more burdensome than those provided in Section 76. For the avoidance of doubt, each holder of Registrable Securities shall execute such powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Issuer. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company Issuer and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 43, Section 5 4 and this Section 8 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 3 and this Section 87, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company Issuer and the underwriters created pursuant to this Section 87.

Underwritten Offerings. No Person may participate If any Common Shares to be registered under the Securities Act as contemplated by this Section 2.2 are to be distributed by or through one or more underwriters, and IFG has requested that its Shares be included in any such offering as provided in Section 2.2(a), then IPT shall not be obligated to include IFG's Shares in such offering unless IFG accepts the terms of the underwritten offering pursuant to a registration statement filed hereunder unless such Person (i) agrees to sell such Person’s securities agreed on between IPT or the basis provided in any underwriting arrangements approved by Requesting Holder, as the Person or Persons entitled hereunder to select case may be, and approve the underwriters for such offering (includingselected by IPT or the Requesting Holder, without limitationas the case may be. Furthermore, pursuant to any over-allotment or “green shoe” option if requested by the underwriters; provided that no holder , IFG agrees to enter into an agreement with such underwriters not to sell any Common Shares owned by IFG for a period of Registrable Securities time (not to exceed 180 days) after the effectiveness of a registration statement equal to the period of time which the sellers of Common Shares in such registration have agreed not to sell the Common Shares owned by them after the effectiveness of such registration statement. IFG shall be required party to sell more than the number underwriting agreement between IPT or the Requesting Holder, as the case may be, and such underwriters and may, at its option, require that any or all of Registrable Securities such holder has requested the representations and warranties by, and the other agreements on the part of, IPT to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under for the terms benefit of such underwriters shall also be made to and for the benefit of IFG and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting arrangements; provided that no holder agreement be conditions precedent to the obligations of Registrable Securities included in any such underwritten offering IFG. IFG shall not be required to make any representations or warranties to the Company or agreements with IPT or the underwriters (other than representations and representations, warranties or agreements regarding such holder and such holder’s IFG, IFG's Common Shares or other securities of IPT, IFG's intended method of distribution) distribution and any representations, warranties or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested required by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to this Section 8law.