Common use of Underwritten Public Offerings Clause in Contracts

Underwritten Public Offerings. If Shareholder intends to ----------------------------- distribute the Registrable Securities covered by a request under Section 2 by means of an Underwritten Public Offering, Shareholder shall so advise InterCept in its request made pursuant to Section 2. If the registration being effected under Section 3 is for an Underwritten Public Offering, InterCept shall so advise Shareholder in its notice to Shareholder. In either such event the right of Shareholder to registration shall be conditioned upon Shareholder's participation in such underwriting and the inclusion of Shareholder's Registrable Securities in the underwriting to the extent provided herein. Shareholder shall (together with InterCept and any other shareholders of InterCept distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by InterCept. Notwithstanding any other provision of this Section 4, if the underwriter or InterCept determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. InterCept shall so advise Shareholder, and the number of shares of Common Stock that may be included in the registration and underwriting, if any, shall be allocated among InterCept, Shareholder and any other selling shareholders who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by written notice to InterCept and the underwriter.

Underwritten Public Offerings. If Shareholder intends to ----------------------------- distribute the Registrable Securities covered by a request under Section 2 by means of an Underwritten Public Offering, Shareholder shall so advise InterCept in its request made pursuant to Section 2. If the registration being effected ----------------------------- under Section 3 this Agreement is for an Underwritten Public Offering, InterCept the Company shall so advise Shareholder in its notice to Shareholderthe Holders. In either such event the right of Shareholder any Holder to registration shall be conditioned upon Shareholdersuch Holder's participation in such underwriting and the inclusion of Shareholdersuch Holder's Registrable Securities in the underwriting to the extent provided herein. Shareholder All Holders proposing to distribute their securities through any Underwritten Public Offering shall (together with InterCept the Company and any other shareholders of InterCept the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by InterCeptthe Company. Notwithstanding any other provision of this Section 4, if the underwriter or InterCept the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. InterCept The Company shall so advise Shareholderall Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of Common Stock Registrable Securities that may be included in the registration and underwriting, if any, shall be allocated among InterCeptsuch Holders as follows: the number of shares that may be included in the registration and underwriting shall be allocated first to the Company and then to all selling shareholders, Shareholder and any other selling shareholders including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If Shareholder any Holder disapproves of the terms of any such underwriting, Shareholder such person may elect to withdraw therefrom by written notice to InterCept the Company and the underwriter.