EQUITY SECURITIES AND PRIOR TO THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT FILED IN CONNECTION WITH SUCH REGISTRATION OR SALE OF
SUCH EQUITY SECURITIES, THE COMPANY SHALL DETERMINE FOR ANY REASON NOT TO
REGISTER OR SELL OR TO DELAY REGISTRATION OR SALE OF SUCH EQUITY SECURITIES, THE
COMPANY MAY, AT ITS ELECTION, GIVE WRITTEN NOTICE OF SUCH DETERMINATION TO ALL
HOLDERS OF RECORD OF REGISTRABLE SECURITIES AND (I) IN THE CASE OF A
DETERMINATION NOT TO REGISTER OR SELL, SHALL BE RELIEVED OF ITS OBLIGATION TO
REGISTER OR SELL ANY REGISTRABLE SECURITIES IN CONNECTION WITH SUCH ABANDONED
REGISTRATION OR SALE, WITHOUT PREJUDICE, HOWEVER, TO THE RIGHTS OF HOLDERS UNDER
SECTION 2.1, AND (II) IN THE CASE OF A DETERMINATION TO DELAY SUCH REGISTRATION
OR SALE OF ITS EQUITY SECURITIES, SHALL BE PERMITTED TO DELAY THE REGISTRATION
OR SALE OF SUCH REGISTRABLE SECURITIES FOR THE SAME PERIOD AS THE DELAY IN
REGISTERING SUCH OTHER EQUITY SECURITIES.
(E)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE
COMPANY SHALL, AT THE REQUEST OF ANY HOLDER (INCLUDING TO EFFECT A PARTNER
DISTRIBUTION), FILE ANY PROSPECTUS
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supplement or post-effective amendments and otherwise take any action necessary
to include therein all disclosure and language deemed necessary or advisable by
such Holder if such disclosure or language was not included in the initial
registration statement, or revise such disclosure or language if deemed
necessary or advisable by such Holder including filing a prospectus supplement
naming the Holders, partners, members and shareholders to the extent required by
law.
(F)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE
RIGHTS OF EACH MEMBER OF MANAGEMENT SET FORTH IN THIS AGREEMENT ARE SUBJECT TO
ANY LOCK-UP AGREEMENT THAT SUCH MEMBER OF MANAGEMENT HAS ENTERED INTO WITH THE
COMPANY.
2.3.
ALLOCATION OF SECURITIES INCLUDED IN REGISTRATION STATEMENT OR
OFFERING.
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN
CONNECTION WITH AN UNDERWRITTEN OFFERING INITIATED BY DEMAND REGISTRATION
REQUEST, IF THE MANAGER ADVISES THE INITIATING HOLDERS IN WRITING THAT MARKETING
FACTORS REQUIRE A LIMITATION OF THE NUMBER OF SHARES TO BE UNDERWRITTEN (SUCH
NUMBER, THE "SECTION 2.3(A) SALE NUMBER") WITHIN A PRICE RANGE ACCEPTABLE TO THE
MAJORITY PARTICIPATING HOLDERS, THE INITIATING HOLDERS SHALL SO ADVISE ALL
HOLDERS OF REGISTRABLE SECURITIES THAT WOULD OTHERWISE BE UNDERWRITTEN PURSUANT
HERETO, AND THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO INCLUDE IN SUCH
REGISTRATION OR OFFERING, AS APPLICABLE, THE NUMBER OF SHARES OF REGISTRABLE
SECURITIES IN THE REGISTRATION AND UNDERWRITING AS FOLLOWS:
(I)
FIRST, ALL REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN
SUCH REGISTRATION OR OFFERING BY THE HOLDERS THEREOF (INCLUDING PURSUANT TO THE
EXERCISE OF PIGGYBACK RIGHTS PURSUANT TO SECTION 2.2); PROVIDED, HOWEVER, THAT
IF SUCH NUMBER OF REGISTRABLE SECURITIES EXCEEDS THE SECTION 2.3(A) SALE NUMBER,
THE NUMBER OF SUCH REGISTRABLE SECURITIES (NOT TO EXCEED THE SECTION 2.3(A) SALE
NUMBER) TO BE INCLUDED IN SUCH REGISTRATION SHALL BE ALLOCATED AMONG ALL SUCH
HOLDERS REQUESTING INCLUSION THEREOF IN PROPORTION, AS NEARLY AS PRACTICABLE, TO
THE RESPECTIVE AMOUNTS OF REGISTRABLE SECURITIES HELD BY SUCH