Common use of Selection of Underwriter Clause in Contracts

Selection of Underwriter. During the Offering Engagement Period (as that term is defined in the engagement letter, dated October 26, 2016, by and between the Company and FBR) and for the period that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective pursuant to Section 2(a) above by the deadline set forth therein until such resale shelf registration statement is filed, if after such one year period) (the “Post Offering Period”), if the Company conducts an initial public offering of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactions; provided, however, that FBR’s economics in connection with the IPO shall be equal to those economics paid to the most highly compensated member of the underwriting group.

Selection of Underwriter. During Any Demand Registration hereunder shall be on any appropriate form under the Offering Engagement Period (as that term is defined Securities Act permitting registration of such Registrable Shares for resale by such Holders in the engagement lettermanner or manners designated by the Initiating Holders (including, dated October 26without limitation, 2016, by and between the Company and FBR) and for the period that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective pursuant to Section 2(a) above by the deadline set forth therein until such resale shelf registration statement is filed, if after such one year period) (the “Post Offering Period”or more underwritten offerings), if the Company conducts an initial public offering of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative but subject to the names of next sentence. The procedure for determining whether the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in offering will involve an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO underwritten offering shall be determined by agreement between the Company Initiating Holders, and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactionsmanaging underwriter(s) shall be selected by the Initiating Holders; provided, however, (A) in the case of an underwritten offering pursuant to this Section 2.1 that FBR’s economics will include only secondary shares, (i) any managing underwriter that did not manage or co-manage at least one previous underwritten registered public offering of Common Stock (including, without limitation, the Initial Public Offering) shall be approved by the Company, which approval shall not be unreasonably withheld, and (ii) the Initiating Holders shall provide at least three (3) business days’ prior written notice to Hitachi (in the case of a demand by the Clarity Majority) or to Clarity (in the case of a demand by the Hitachi Majority) of the Initiating Holders’ selection of any managing underwriter that managed or co-managed at least one previous underwritten registered public offering of Common Stock for comment by Hitachi or Clarity (as the case may be) (it being understood that in the case of a disagreement between the Initiating Holders and the commenting party with respect to the selection of the underwriter(s) in accordance with this clause (ii), the Initiating Holders shall be entitled to make the final determination with respect to the selection of underwriters); and (B) in the case of an underwritten offering pursuant to this Section 2.1 that will include primary shares, each proposed managing underwriter shall be approved by the Company. If requested, the Company shall enter into an underwriting or purchase agreement with an investment banking firm in connection with the IPO shall be equal a Demand Registration containing reasonable representations, warranties, indemnities and agreements then customarily included in underwriting or purchase agreements by such underwriter with respect to those economics paid to the most highly compensated member secondary distributions of the underwriting groupsecurities.

Selection of Underwriter. During If any Demand Registration is an underwritten offering, the Offering Engagement Period holders of a majority of the Registrable Securities to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which shall be reasonably acceptable to the Company. The Company shall (as that term is defined together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the engagement lettermanner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, dated October 26to the extent required by the managing underwriter(s), 2016execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and between irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company and FBR) the managing underwriter and for the period other holders who have previously elected to participate in the registration. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective pursuant to Section 2(a) above by the deadline set forth therein until withdrawal of such resale shelf Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration statement is filed, if after such one year period) (up to a maximum of any limitation imposed by the “Post Offering Period”underwriters), if the Company conducts an initial public offering of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), then the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the offer to all holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter who have included Registrable Securities in the IPO. In registration the event FBR is right to include additional shares in the Lead Underwriter same proportion used in an IPO as contemplated by effecting the limitation referred to above in this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactions; provided, however, that FBR’s economics in connection with the IPO shall be equal to those economics paid to the most highly compensated member of the underwriting group8.1.2.

Selection of Underwriter. During If any Demand Registration is an underwritten offering, the Offering Engagement Period holders of a majority of the Registrable Securities to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which shall be reasonably acceptable to the Company. The Company shall (as that term is defined together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the engagement lettermanner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, dated October 26to the extent required by the managing underwriter(s), 2016execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the 9 registered owner or owners thereof or accompanied by duly executed stock powers in blank) and between irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company and FBR) the managing underwriter and for the period other holders who have previously elected to participate in the registration. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective pursuant to Section 2(a) above by the deadline set forth therein until withdrawal of such resale shelf Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration statement is filed, if after such one year period) (up to a maximum of any limitation imposed by the “Post Offering Period”underwriters), if the Company conducts an initial public offering of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), then the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the offer to all holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter who have included Registrable Securities in the IPO. In registration the event FBR is right to include additional shares in the Lead Underwriter same proportion used in an IPO as contemplated by effecting the limitation referred to above in this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactions; provided, however, that FBR’s economics in connection with the IPO shall be equal to those economics paid to the most highly compensated member of the underwriting group8.1.2.

Selection of Underwriter. During the Offering Engagement Period (as that term is defined in the engagement letter, dated October 26August 17, 2016, 2015 by and between the Company and FBR) and for the period that is one year the later of (i) nine months from the date hereof Closing Date and (which period shall be extended if ii) the resale shelf registration statement has not been declared effective pursuant to Section 2(a) above by closing of the deadline set forth therein until such resale shelf registration statement is filed, if after such one year periodCompany’s initial public offering of equity securities (an “IPO”) (the period ending the later of (i) and (ii) above, the “Post Offering Period”), if the Company conducts an initial public offering of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), the Company shall appoint offer FBR the right to act as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (Ai) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of at least two two-thirds of the Shares Shares, or (Bii) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO IPO; provided, however, that FBR will cooperate with the Company and shall perform the officers of the Company with respect to their reasonable requests for share allocations in such other customary tasks of a lead underwriter and lead bookrunner in an initial public offeringIPO. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company Corporation and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactions; provided. If the Trigger Date (as such term herein) is extended pursuant to the terms of this Agreement, however, that FBR’s economics in connection with the IPO Post Offering Period shall be equal to those economics paid extended for the same additional term. Notwithstanding any provision to the most highly compensated member contrary in this Agreement, any amendment to this Section 2(b) shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of the underwriting groupshareholders of at least two-thirds of the outstanding Shares as contemplated by Section 11.4(g) of the Operating Agreement.

Selection of Underwriter. During The Company shall have the Offering Engagement Period (as that term is defined sole right to select the managing or co-lead underwriter(s) for its IPO or any follow-on public offering, regardless of whether any Registrable Securities are included in the engagement letterIPO Registration Statement or a Subsequent Shelf Registration Statement as provided above. The right of any such Qualifying Holder’s or Holder’s Registrable Securities, dated October 26as applicable, 2016to be included in the IPO Registration Statement or any Subsequent Shelf Registration Statement, by and between the Company and FBR) and for the period that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective as applicable, pursuant to Section 2(a2(b) above or 2(c) shall be conditioned upon such Qualifying Holder’s or Holder’s participation, as applicable, in such Underwritten Offering and the inclusion of such Qualifying Holder’s or Holder’s Registrable Securities, as applicable, in the Underwritten Offering to the extent provided herein. All Qualifying Holders or Holders, as applicable, proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the deadline set forth therein until Company for such resale shelf registration statement is filedunderwriting and complete and execute any questionnaires, if after powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such one year period) (the “Post Offering Period”)underwriting, if and furnish to the Company conducts an initial public offering of its equity, equity-linked or debt securities such information in writing as the Company may reasonably request for inclusion in the IPO Registration Statement or any other public capital markets financing (an “IPO”)Subsequent Shelf Registration Statement, the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactionsapplicable; provided, however, that FBR’s economics in connection no Qualifying Holder or Holder who is not an affiliate of the Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the IPO Company or the underwriters other than representations, warranties or agreements (including indemnities) as are customary and reasonably requested by the Company or the underwriters with the understanding that the foregoing shall be equal several, not joint and several, and no such agreement (including indemnities) shall require any Qualifying Holder or Holder to those economics paid be liable for an amount in excess of the gross proceeds received by such Qualifying Holder or Holder through such Underwritten Offering. Notwithstanding any other provision of this Agreement, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriters may exclude shares (including Registrable Securities) from the IPO Registration Statement or a Subsequent Shelf Registration Statement and any Common Shares included in the IPO Registration Statement or a Subsequent Shelf Registration Statement shall be allocated, first, to the most highly compensated member Company, and second, to each of the underwriting groupQualifying Holders or Holders, as applicable, requesting inclusion of their Registrable Securities in such IPO Registration Statement or Subsequent Shelf Registration Statement, as applicable, on a pro rata basis based on the total number of Registrable Securities then held by each such Holder which is requesting inclusion). If any Qualifying Holder or Holder, as applicable, disapproves of the terms of any Underwritten Offering that is undertaken by the Company in accordance with the terms hereof, such Qualifying Holder or Holder, as applicable, may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at least five (5) Business Days prior to the effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable; provided, however, that if, in the opinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Qualifying Holder or Holder, as applicable, shall be required to deliver such written notice at least 10 Business Days prior to the effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from the IPO Registration Statement or such Subsequent Shelf Registration Statement.

Selection of Underwriter. During The Company shall have the Offering Engagement Period (sole right to select the managing or co-lead underwriter(s) for its IPO or any follow-on public offering, regardless of whether any Registrable Securities are included in a Subsequent Shelf Registration Statement as that term is defined provided above. The right of any such Holder's Registrable Securities, as applicable, to be included in the engagement letter, dated October 26, 2016, by and between the Company and FBR) and for the period that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective any Subsequent Shelf Registration Statement pursuant to Section 2(a2(c) above shall be conditioned upon such Holder's participation, as applicable, in such Underwritten Offering and the inclusion of such Holder's Registrable Securities, as applicable, in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the deadline set forth therein until Company for such resale shelf registration statement is filedunderwriting and complete and execute any questionnaires, if after powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such one year period) (the “Post Offering Period”)underwriting, if and furnish to the Company conducts an initial public offering of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), such information in writing as the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) may reasonably request for inclusion in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactionsSubsequent Shelf Registration Statement; provided, however, that FBR’s economics in connection no Holder who is not an affiliate of the Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the IPO Company or the underwriters other than representations, warranties or agreements (including indemnities) as are customary and reasonably requested by the Company or the underwriters with the understanding that the foregoing shall be equal several, not joint and several, and no such agreement (including indemnities) shall require any Holder to those economics paid be liable for an amount in excess of the gross proceeds received by such Holder through such Underwritten Offering. Notwithstanding any other provision of this Agreement, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriters may exclude shares (including Registrable Securities) from the Subsequent Shelf Registration Statement and any Common Shares included in a Subsequent Shelf Registration Statement shall be allocated, first, to the most highly compensated member Company, second, to each of the underwriting groupholders pursuant to registration rights agreements dated December 8, 2005 and January 9, 2006 between the Company and M▇▇▇▇▇▇ L▇▇▇▇ & Co., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (the "Existing Registration Rights Agreements") requesting inclusion of their registrable securities under the Existing Registration Rights Agreements in such Subsequent Shelf Registration Statement, and third, to each of the Holders hereunder, on a pro rata basis based on the total number of Registrable Securities then held by each such Holder requesting inclusion. If any Holder disapproves of the terms of any Underwritten Offering that is undertaken by the Company in accordance with the terms hereof, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at least five (5) Business Days prior to the effective date of the Subsequent Shelf Registration Statement; provided, however, that if, in the opinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least 10 Business Days prior to the effective date of such Subsequent Shelf Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from such Subsequent Shelf Registration Statement.

Selection of Underwriter. During The Company shall have the Offering Engagement Period (sole right to select the managing or co-lead underwriter(s) for its IPO or any follow-on public offering, regardless of whether any Registrable Securities are included in a Subsequent Shelf Registration Statement as that term is defined provided above. The right of any such Holder’s Registrable Securities, as applicable, to be included in the engagement letter, dated October 26, 2016, by and between the Company and FBR) and for the period that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective any Subsequent Shelf Registration Statement pursuant to Section 2(a2(c) above shall be conditioned upon such Holder’s participation, as applicable, in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities, as applicable, in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the deadline set forth therein until Company for such resale shelf registration statement is filedunderwriting and complete and execute any questionnaires, if after powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such one year period) (the “Post Offering Period”)underwriting, if and furnish to the Company conducts an initial public offering of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), such information in writing as the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) may reasonably request for inclusion in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactionsSubsequent Shelf Registration Statement; provided, however, that FBR’s economics in connection no Holder who is not an affiliate of the Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the IPO Company or the underwriters other than representations, warranties or agreements (including indemnities) as are customary and reasonably requested by the Company or the underwriters with the understanding that the foregoing shall be equal several, not joint and several, and no such agreement (including indemnities) shall require any Holder to those economics paid be liable for an amount in excess of the gross proceeds received by such Holder through such Underwritten Offering. Notwithstanding any other provision of this Agreement, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriters may exclude shares (including Registrable Securities) from the Subsequent Shelf Registration Statement and any Common Shares included in a Subsequent Shelf Registration Statement shall be allocated, first, to the most highly compensated member Company, second, to each of the underwriting groupholders pursuant to registration rights agreements dated December 8, 2005 and January 9, 2006 between the Company and M▇▇▇▇▇▇ L▇▇▇▇ & Co., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (the “Existing Registration Rights Agreements”) requesting inclusion of their registrable securities under the Existing Registration Rights Agreements in such Subsequent Shelf Registration Statement, and third, to each of the Holders hereunder, on a pro rata basis based on the total number of Registrable Securities then held by each such Holder requesting inclusion. If any Holder disapproves of the terms of any Underwritten Offering that is undertaken by the Company in accordance with the terms hereof, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at least five (5) Business Days prior to the effective date of the Subsequent Shelf Registration Statement; provided, however, that if, in the opinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least 10 Business Days prior to the effective date of such Subsequent Shelf Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from such Subsequent Shelf Registration Statement.

Selection of Underwriter. During If any Demand Registration is an underwritten offering, the Offering Engagement Period holders of a majority of the Registrable Securities to be included in such registration will select a managing underwriter or managing underwriters of nationally recognized standing which shall be reasonably acceptable to the Company. The Company shall (as that term is defined together with the holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the engagement lettermanner set forth above. The holders of Registrable Securities participating in a registration under this Section 8.1 shall, dated October 26to the extent required by the managing underwriter(s), 2016execute and deliver a custody agreement and power of attorney with respect to the Registrable Securities to be registered (a "Custody Agreement" and "Power of Attorney," respectively). The Custody Agreement and Power of Attorney will provide, among other things, that the holders will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and between irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on such holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any of the other provisions of this Section 8.1, if the managing underwriter determines and advises the Company that marketing factors require a limitation of the number of shares to be underwritten, then all holders of Registrable Securities that have previously elected to participate in such registration shall be advised of the same, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such holders in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company and FBR) the managing underwriter and for the period other holders who have previously elected to participate in the registration. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective pursuant to Section 2(a) above by the deadline set forth therein until withdrawal of such resale shelf Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration statement is filed, if after such one year period) (the “Post Offering Period”), if the Company conducts an initial public offering up to a maximum of its equity, equity-linked or debt securities or any other public capital markets financing (an “IPO”), the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved limitation imposed by the affirmative vote of the holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(iiunderwriters), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactions; provided, however, that FBR’s economics in connection with the IPO shall be equal to those economics paid to the most highly compensated member of the underwriting group.,

Selection of Underwriter. During The Company shall have the Offering Engagement Period (as that term is defined sole right to select the managing or co-lead underwriter(s) for its IPO or any follow-on public offering, regardless of whether any Registrable Securities are included in the engagement letterIPO Registration Statement or a Subsequent Shelf Registration Statement as provided above. The right of any such Qualifying Holder’s or Holder’s Registrable Securities, dated October 26as applicable, 2016to be included in the IPO Registration Statement or any Subsequent Shelf Registration Statement, by and between the Company and FBR) and for the period that is one year from the date hereof (which period shall be extended if the resale shelf registration statement has not been declared effective as applicable, pursuant to Section 2(a2(b) above or 2(c) shall be conditioned upon such Qualifying Holder’s or Holder’s participation, as applicable, in such Underwritten Offering and the inclusion of such Qualifying Holder’s or Holder’s Registrable Securities, as applicable, in the Underwritten Offering to the extent provided herein. All Qualifying Holders or Holders, as applicable, proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the deadline set forth therein until Company for such resale shelf registration statement is filedunderwriting and complete and execute any questionnaires, if after powers-of-attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such one year period) (the “Post Offering Period”)underwriting, if and furnish to the Company conducts an initial public offering of its equity, equity-linked or debt securities such information in writing as the Company may reasonably request for inclusion in the IPO Registration Statement or any other public capital markets financing (an “IPO”)Subsequent Shelf Registration Statement, the Company shall appoint FBR as the lead underwriter and lead bookrunner (the “Lead Underwriter”) in connection with the IPO, unless (A) the appointment of a different Lead Underwriter is approved by the affirmative vote of the holders of at least two thirds of the Shares or (B) the Company receives a signed writing by the chief executive officer of FBR stating that FBR does not wish to serve as the Lead Underwriter in the IPO. In the event FBR is the Lead Underwriter in an IPO as contemplated by this Section 2(b)(ii), FBR shall be named on the cover of any IPO prospectus in the upper left relative to the names of the other underwriters participating in the IPO, shall manage all of the “roadshow” logistics, share allocations and all stabilization transactions in connection with the IPO and shall perform such other customary tasks of a lead underwriter and lead bookrunner in an initial public offering. FBR’s compensation as the Lead Underwriter in connection with the IPO shall be determined by agreement between the Company and FBR on the basis of compensation customarily paid to leading investment banks acting as underwriters in similar transactionsapplicable; provided, however, that FBR’s economics in connection no Qualifying Holder or Holder who is not an affiliate of the Company or Tortoise Capital Advisors shall be required to make any representations or warranties to or agreements (including indemnities) with the IPO Company or the underwriters other than representations, warranties or agreements (including indemnities) as are customary and reasonably requested by the Company or the underwriters with the understanding that the foregoing shall be equal several, not joint and several, and no such agreement (including indemnities) shall require any Qualifying Holder or Holder to those economics paid be liable for an amount in excess of the gross proceeds received by such Qualifying Holder or Holder through such Underwritten Offering. Notwithstanding any other provision of this Agreement, if the managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriters may exclude shares (including Registrable Securities) from the IPO Registration Statement or a Subsequent Shelf Registration Statement and any Common Shares included in the IPO Registration Statement or a Subsequent Shelf Registration Statement shall be allocated, first, to the most highly compensated member Company, and second, to each of the underwriting groupQualifying Holders or Holders or holders pursuant to the registration rights agreement dated December 8, 2005, between the Company and M▇▇▇▇▇▇ L▇▇▇▇ & Co., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (the “December 8, 2005 Registration Rights Agreement”), as applicable, requesting inclusion of their Registrable Securities (or registrable securities under the December 8, 2005 Registration Rights Agreement) in such IPO Registration Statement or Subsequent Shelf Registration Statement, as applicable, on a pro rata basis based on the total number of Registrable Securities then held by each such Holder (or registrable securities under the December 8, 2005 Registration Rights Agreement then held by a holder thereunder) which is requesting inclusion). If any Qualifying Holder or Holder, as applicable, disapproves of the terms of any Underwritten Offering that is undertaken by the Company in accordance with the terms hereof, such Qualifying Holder or Holder, as applicable, may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at least five (5) Business Days prior to the effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable; provided, however, that if, in the opinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Qualifying Holder or Holder, as applicable, shall be required to deliver such written notice at least 10 Business Days prior to the effective date of the IPO Registration Statement or such Subsequent Shelf Registration Statement, as applicable. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from the IPO Registration Statement or such Subsequent Shelf Registration Statement.