Common use of Covenants of Holders Clause in Contracts

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, supplemented if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. The liability of the Holders under the preceding indemnity shall be several and not joint.

Covenants of Holders. Each of the Holders hereby agrees (ai) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, (bii) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (ciii) severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, agentsattorneys, representatives and affiliatesAffiliates, and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Act or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light Section 20 of the circumstances under which they were made, not misleading, if and Exchange Act to the same extent that as the foregoing indemnity from the Company to such statement or omission occurs from Holder, but only with respect to information relating to such Holder included in reliance upon and in conformity with written information regarding furnished in writing by such Holder or on such Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Shares, or any amendment or supplement thereto; provided that the liability of each Holder shall be limited to the gross proceeds received by such Holder from the sale of its Registrable Shares pursuant to any such registration statement. In case any action or proceeding shall be brought against the Company or its officers, directors, agents, employees, attorneys, representatives or Affiliates or any such controlling person, in respect of which indemnity may be sought against such Holder, its plan of distribution such Holder shall have the rights and duties given to the Company, and the Company or its ownership interestsofficers, which was furnished directors, agents, employees, attorneys, representatives or Affiliates or such controlling person shall have the rights and duties given to the Company such Holder, by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the CompanySection 8 hereof.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate -------------------- with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request. In connection with any Demand Registration Statement or any Piggyback Registration Statement, each Holder hereby agrees, (ba) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (b) to notify the Company of any sale of Registrable Shares by such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing by such Indemnitee to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) previously furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each (i) Sovereign agrees that, upon receipt of any notice from the Company of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan happening of distribution and ownership interests with respect to its Registrable Shares in connection with any event requiring the preparation of a Registration Statement with respect supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to Sovereign, such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, if and Sovereign will forthwith discontinue disposition of Registrable Securities pursuant to the extent that such registration statement contemplated by subsection 2.1(c) until its receipt of copies of the supplemented or omission occurs amended prospectus from reliance upon and in conformity with written information regarding the HolderCompany and, its plan of distribution or its ownership interestsif so directed by the Company, which was furnished Sovereign shall deliver to the Company all copies, other than permanent file copies then in Sovereign’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder severally agrees for a period of 90 days from the effective date of any registration (other than a registration effected solely to implement an employee benefit plan) of securities of the Company for any underwritten offering in which securities of the Company are sold not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any other stock of the Company held by such Holder, other than any shares of Registrable Securities included in such registration, without the prior written consent of the Company or the underwriters managing such underwritten offering, as the case may be; provided that this obligation is subject to the condition that all executive officers and directors of the Company shall enter into similar agreements. (iii) Sovereign agrees to suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by subsection 2.1(c) during any period, not to exceed in the aggregate 90 days in any 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material, undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable. Any such request by the Holder for use Company shall be held confidential by Sovereign. (iv) Sovereign agrees to notify the Company, at any time when a prospectus relating to the registration statement contemplated by subsection 2.1(c) is required to be delivered by it under the Securities Act, of the occurrence of any event relating to Sovereign which requires the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein unless such statement or omission was corrected in writing necessary to make the statements therein not misleading relating to Sovereign, and Sovereign shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Sovereign also agrees that, upon delivery of any notice by it to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, Sovereign will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to Sovereign and, if so directed by the Company, Sovereign shall deliver to the Company all copies, other than permanent file copies then in Sovereign’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (v) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. Such Holder will promptly keep the Company informed as to all sales of Registrable Securities made under the Registration Statement and assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (vi) Sovereign hereby covenants with the Company (1) not less than two to make any sale of the Shares pursuant to the registration statement contemplated by subsection 2.1(c) without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (2) if such Shares are to be sold by any method or in any transaction other than on a national securities exchange, in the over-the-counter market, on the Nasdaq, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five business days prior to the date on which Sovereign first offers to sell any such Shares. (vii) Sovereign acknowledges and agrees that the Registrable Securities sold pursuant to the registration statement contemplated by subsection 2.1(c) are not transferable on the books of the final prospectus (as supplemented or amended, as Company unless the case may be) or (ii) stock certificate submitted to the failure transfer agent evidencing such Registrable Securities is accompanied by the Holder a certificate reasonably satisfactory to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder effect that (A) the Registrable Securities have been sold in accordance with such registration statement and (B) the requirement of delivering a current prospectus has been satisfied. (viii) In the event that the Company determines that Form S-8 is not available for the issuance of the Registrable Securities, Sovereign agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the registration statement contemplated by subsection 2.1(c). Sovereign agrees not to take any action with respect to any purchaser distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the shares covered by such Registration Statement from the Holder through no fault of the CompanyExchange Act or any other applicable rule, regulation or law.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish in writing to the Company all such information concerning its plan of distribution and ownership interests with respect required to its Registrable Shares be furnished by the Securities Act in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) so long as the Company has met its obligations under Section 2(a) hereof, to deliver or cause delivery delivery, to the extent required by all applicable federal and state securities laws, a copy of the Prospectus prospectus (as amended or supplement from time to time) contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder Holder, (c) to notify the Company of any sale of Registrable Securities by such Holder, and (cd) to indemnify the Company, its former and existing officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, Act against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus contained thereinprospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder or any underwriter, broker, dealer or agent acting for or on behalf of such Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares Registrable Shares covered by such the Registration Statement from the Holder through no fault of Holder. In the event that the Company is unable to perform any obligation hereunder because a Holder, after request by the Company, refuses to cooperate with the Company in a manner necessary for the Company to perform such obligation, any time period relating to such obligation shall be extended for the same period of time in which the Holder's failure to cooperate causes the Company's non-performance.

Covenants of Holders. Each of the Holders (severally and not jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, supplemented if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. The liability of the Holders under the preceding indemnity shall be several and not joint.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company in writing all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to furnish to the Company in writing all information required to be disclosed by it in the Registration Statement pursuant to the Securities Act in order to make the information previously furnished to the Company by such Holder not misleading, (c) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby severally and not -------------------- jointly agrees (a) to cooperate with the Company Companies and to furnish to the Company Companies all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Companies may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares securities covered by such the Registration Statement from the Holder and Holder, (c) to promptly notify the Companies of any sale of Registered Securities by such Holder that results in such Holder holding less than either 10% or 5% of BI's outstanding Common Stock and upon any change in the information regarding such Holder in the Registration Statement that would require amendment of the Registration Statement and (d) to indemnify the CompanyCompanies, its their respective officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls either of the Company Companies within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the CompanyCompanies, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company Companies in writing by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company Companies to the Holder to any purchaser of the shares Securities covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, the total amount for which a Holder through no fault shall be liable under this Section 5 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the CompanyHolder's Registered Securities in such registration. The obligations of the Holders under this Section 5 shall survive the completion of any offering of Registered Securities pursuant to the Registration Statement and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders hereby agrees shall (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares Shares, and such other information about such Holder as is required to be included in such Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act (in the case of a Resale Registration Statement only) and any applicable “blue sky” laws, rules or regulations, in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, and shall timely update all required Holder information, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, or such Holder’s plan of distribution or ownership interest, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three business days prior to the date the final Prospectus (as supplemented or amended, as the case may be), (ii) any untrue statement or alleged untrue statement of material fact contained thereinin the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) ), or (iiiii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees shall (a) to cooperate with the Company and to promptly upon written request furnish to the Company all such requested information concerning its plan of distribution and ownership interests with respect to its Registrable Shares Shares, and such other information about such Holder as is required to be included in the Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act and any applicable “blue sky” laws, rules or regulations, in connection with the preparation of a the Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, and shall timely update all required Holder information, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from such Holder to the Holder extent required under applicable law and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his their connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon upon: (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that such Registration Statement statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, or such Holder’s plan of distribution or ownership interest, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final Prospectus (as supplemented or amended, as the case may be); (ii) any untrue statement or alleged untrue statement of material fact contained thereinin the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its their plan of distribution or its their ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) ); or (iiiii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares Shares covered by such the Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of any notice from the Company of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan happening of distribution and ownership interests with respect to its Registrable Shares in connection with any event requiring the preparation of a Registration Statement with respect supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement contemplated by subsection 8.1(a) until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder severally agrees for a period of time (not to exceed 180 days) from the effective date of any registration (other than a registration effected solely to implement an employee benefit plan) of securities of the Company for any underwritten offering (upon request of the Company or of the underwriters managing any underwritten offering to the Company's securities) not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any other stock of the Company held by such Holder, other than shares of Registrable Securities included in such registration, without the prior written consent of the Company or such underwriters, as the case may be; provided that this obligation is subject to the condition that all officers and directors of the Company and each holder of more than 2% of the outstanding Common Stock shall enter into similar agreements; provided further that, each Holder severally agrees that if and only if the Holder has not, at the date of the effectiveness of a subsequently filed registration statement, been required to comply with the preceding provisions of this Section, for a period of time (not to exceed 90 days) from the effective date of any subsequent registration that provides in whole or in part for the underwritten sale by the Company of securities of the Company (upon request of the Company or of the underwriters managing any underwritten offering of the Company's securities) the Holder will agree not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any other stock of the Company held by such Holder, other than shares of Registrable Securities included in such registration, without the prior written consent of the Company or such underwriters, as the case may be; provided that all officers and directors of the Company shall enter into similar agreements. Each Holder agrees to suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the extent Registration Statement and prospectus contemplated by subsection 8.1(a) during any period, not to exceed one 30-day period per circumstance or development and not to exceed 60 days in any 12-month period, when the Company upon written advice of counsel determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material, undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company. (iii) Each Holder agrees to notify the Company, at any time when a prospectus relating to the Registration Statement contemplated by subsection 8.1(a) is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omission occurs from reliance upon and in conformity with written information regarding omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading relating to the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company of the happening of any event of the kind described in the next preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (iv) Each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 8.1. (v) Each Holder hereby covenants with the Company (1) not less than two to make any sale of the Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (2) if such Shares are to be sold by any method or in any transaction other than on a national securities exchange, in the over-the-counter market, on the NASDAQ National Market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five business days prior to the date on which the Purchaser first offers to sell any such Shares. (vi) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section are not transferable on the books of the final prospectus (as supplemented or amended, as Company unless the case may be) or (ii) stock certificate submitted to the failure transfer agent evidencing such Shares is accompanied by the Holder a certificate reasonably satisfactory to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the effect that (A) the Registrable Securities have been sold in accordance with such registration statement and (B) the requirement of delivering a current prospectus has been satisfied. Each Holder agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the registration statement referred to in this Section 8.1 or in a transaction exempt from registration under the Securities Act. Each Holder agrees not to take any action with respect to any purchaser distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the shares covered by such Registration Statement from the Holder through no fault of the CompanyExchange Act or any other applicable rule, regulation or law.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish in writing to the Company all such information concerning its plan of distribution and ownership interests with respect required to its Registrable Shares be furnished by the Securities Act in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) so long as the Company has met its obligations under Section 2(a) hereof, to deliver or cause delivery delivery, to the extent required by all applicable federal and state securities laws, a copy of the Prospectus prospectus (as amended or supplement from time to time) contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder Holder, (c) to notify the Company of any sale of Registrable Securities by such Holder, and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus contained thereinprospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplementedany underwriter, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.broker,

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and Holder, (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and its ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, Act against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the a Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the or on behalf of a Holder for use therein unless such statement or omission was corrected in a writing delivered to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) Prospectus or (ii) the failure by the a Holder to deliver or cause to be delivered the most current Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the CompanyHolder.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a any Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus contained in the any Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder Holder, and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each personperson or entity, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished in writing to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) ), or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such any Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate In connection with the Company filing of any registration statement covering Registrable Securities, each Selling Holder shall furnish in writing to Equity One such information regarding such Holder (and any of its Affiliates), the Registrable Securities to furnish be sold, the intended method of distribution of such Registrable Securities and such other information requested by Equity One as is necessary or as it reasonably deems advisable for inclusion in the registration statement relating to such offering pursuant to the Company all such information concerning its plan of distribution and ownership interests with respect Securities Act. Such writing shall expressly state that it is being furnished to its Registrable Shares Equity One for use in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions registration statement, preliminary prospectus, supplementary prospectus, final prospectus or amendment or supplement thereto, as the Company case may reasonably request, (b) be. Each Selling Holder agrees to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) any registration statement to any purchaser of the shares covered by such Registration Statement registration statement from such Holder to the extent required by law. (b) Each Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning agrees by acquisition of the Registrable Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon that (i) upon receipt of any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light notice from Equity One of the circumstances under which they were madehappening of any event of the kind described in Section 3.1(e) hereof, not misleading, if and such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the extent that registration statement relating to such statement or omission occurs from reliance upon and in conformity with written information regarding the Registrable Securities until such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date ’s receipt of the final prospectus (as copies of the supplemented or amended, as the case may beamended prospectus contemplated by Section 3.1(e) or hereof; (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to upon receipt of any purchaser notice from Equity One of the shares covered by such Registration Statement from the Holder through no fault happening of any event of the Companykind described in clause (i) of Section 3.1(k) hereof, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement until such Holder’s receipt of the notice described in clause (iii) of Section 3.1(k) hereof; and (iii) upon receipt of any notice from Equity One of the happening of any event of the kind described in clause (ii) of Section 3.1(k) hereof, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement in the applicable state jurisdiction(s) until such Holder’s receipt of the notice described in clause (iii) of Section 3.1(k) hereof.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, to the same extent as the indemnity contained in Section 6 against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such any Registration Statement or the Prospectus contained thereinProspectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and solely to the extent that such statement or omission occurs directly from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company in writing by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date one day prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, supplemented if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. The liability of the Holders under the preceding indemnity shall be several and not joint (and shall be subject to the limits set forth in Section 11 hereof).

Covenants of Holders. Each of the Holders (severally and not jointly) -------------------- hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate -------------------- with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request. In connection with any Demand Registration Statement or any Piggyback Registration Statement, each Holder hereby agrees, (ba) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (b) to notify the Company of any sale of Registrable Shares by such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing by such Indemnitee to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) previously furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company.Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in

Covenants of Holders. (i) Each Holder agrees that, upon receipt of any notice from the Company of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan happening of distribution and ownership interests with respect to its Registrable Shares in connection with any event requiring the preparation of a Registration Statement with respect supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, if and each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the extent registration statement contemplated by subsection 2.1(a) or (b) until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder severally agrees for a period of 90 days from the effective date of any registration (other than a registration effected solely to implement an employee benefit plan) of securities of the Company for any underwritten offering in which securities of the Company are sold not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any other stock of the Company held by such Holder, other than shares of Registrable Securities included in such registration, without the prior written consent of the Company or the underwriters managing such underwritten offering, as the case may be; provided that this obligation is subject to the condition that all executive officers and directors of the Company shall enter into similar agreements. (iii) Each Holder agrees to suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by subsection 2.1(a) of (b) during any period, not to exceed in the aggregate 90 days in any 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material, undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable. Any such request by the Company shall be held confidential by the Holder. (iv) Each Holder agrees to notify the Company, at any time when a prospectus relating to the registration statement contemplated by subsection 2.1(a) or omission occurs from reliance upon and in conformity with written information regarding (b) is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading relating to the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (v) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. The Holder will promptly keep the Company informed as to all sales of Registrable Securities made under the Registration Statement and assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (vi) Each Holder hereby covenants with the Company (1) not less than two to make any sale of the Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (2) if such Shares are to be sold by any method or in any transaction other than on a national securities exchange, in the over-the-counter market, on the Nasdaq, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five business days prior to the date on which the Holder first offers to sell any such Shares. (vii) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the registration statement described in this Section are not transferable on the books of the final prospectus (as supplemented or amended, as Company unless the case may be) or (ii) stock certificate submitted to the failure transfer agent evidencing such Registrable Securities is accompanied by the Holder a certificate reasonably satisfactory to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the effect that (A) the Registrable Securities have been sold in accordance with such registration statement and (B) the requirement of delivering a current prospectus has been satisfied. (viii) Each Holder agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the registration statement referred to in this Section 2.1. Each Holder agrees not to take any action with respect to any purchaser distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the shares covered by such Registration Statement from the Holder through no fault of the CompanyExchange Act or any other applicable rule, regulation or law.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 5 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 5 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of the Holders hereby agrees (a) to cooperate with any notice from the Company pursuant to Section 2.1(d)(vi), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement (and to furnish if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such information concerning its plan Holder’s possession, of distribution and ownership interests the prospectus covering such Registrable Securities current at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus. (ii) Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees (A) for a period of up to ninety (90) days from the date of the final prospectus with respect to such Underwritten Offering, not to, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of, or otherwise dispose of any Registrable Securities or any other capital stock of the Company held by such Holder or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any Registrable Securities or any other capital stock of the Company held by such Holder, other than any shares of Registrable Securities included in such registration, without the prior written consent of the Company and the Managing Underwriter and (B) to enter into such lock-up agreement as the Managing Underwriter may in its Registrable Shares reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for an extension of the lock-up period for up to an additional 18 days if, during the last 17 days of such 90-day period, the Company releases earnings results or announces material news or a material event or announces that it will release earnings results during the 15-day period following the last day of the lock-up period); provided, however, that in the case of either clause (A) or (B), all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion). (iii) Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1(a) or 2.1(b), as the case may be, is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a Registration Statement with respect supplement or amendment to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained prospectus included in the Registration Statement (other than so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required or omit to be stated therein or state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, if and misleading relating to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedhappening of any event of the kind described in the preceding sentence of this subsection, as the case may be) or (ii) the failure by the Holder will forthwith discontinue disposition of Registrable Securities pursuant to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as until its receipt of the copies of the supplemental or amended or supplementedprospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if applicable) furnished so directed by the Company Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (iv) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (v) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section 2.1 are not transferable on the books of the Company unless the stock certificate evidencing such Registrable Securities (or other applicable documentation, if the Registrable Securities are registered as restricted securities in book-entry form in a direct registration system maintained for the Company by its transfer agent) is submitted to the Company’s transfer agent. (vi) Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws. (vii) Each Holder agrees not to take any action with respect to any purchaser of the shares covered by distribution deemed to be made pursuant to such Registration Statement from that constitutes a violation of Regulation M under the Exchange Act or to take any action that violates any other applicable rule, regulation or law, including, without limitation, laws relating to short-selling. If requested by the SEC in connection with the review of a Registration Statement or otherwise, each Holder through no fault agrees to certify its acknowledgement of the Companymatters described in the preceding sentence and compliance therewith.

Covenants of Holders. Each of the Holders hereby agrees -------------------- (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, , (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and such Holder, (c) to notify the Company of any sale of Shares by such Holder, and (d) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his or her connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, such Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder such older to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the such Holder to any purchaser of the shares covered by such the Registration Statement from such Holder. Notwithstanding the foregoing, (i) in no event will any Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and (ii) the total amount for which any Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him, her or it from the sale of such Holder's Shares in such registration. The obligations of the CompanyHolders under this Section 6 shall survive the completion of any offering of Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of any notice from the Company of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan happening of distribution and ownership interests with respect to its Registrable Shares in connection with any event requiring the preparation of a Registration Statement with respect supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, if and each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the extent registration statement contemplated by subsection 2.1(a) until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder severally agrees for a period of 90 days from the effective date of any registration (other than a registration effected solely to implement an employee benefit plan) of securities of the Company for any underwritten offering in which securities of the Company are sold not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any other stock of the Company held by such Holder, other than any shares of Registrable Securities included in such registration, without the prior written consent of the Company or the underwriters managing such underwritten offering, as the case may be; provided that this obligation is subject to the condition that all executive officers and directors of the Company shall enter into similar agreements. (iii) Each Holder agrees to suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by subsection 2.1(a) during any period, not to exceed in the aggregate 90 days in any 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material, undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable. Any such request by the Company shall be held confidential by the Holder. (iv) Each Holder agrees to notify the Company, at any time when a prospectus relating to the registration statement contemplated by subsection 2.1(a) is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or omission occurs from reliance upon and in conformity with written information regarding amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading relating to the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (v) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. Such Holder will promptly keep the Company informed as to all sales of Registrable Securities made under the Registration Statement and assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (vi) Each Holder hereby covenants with the Company (1) not less than two to make any sale of the Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (2) if such Shares are to be sold by any method or in any transaction other than on a national securities exchange, in the over-the-counter market, on the Nasdaq, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five business days prior to the date on which the Holder first offers to sell any such Shares. (vii) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the registration statement described in this Section 2.1 are not transferable on the books of the final prospectus (as supplemented or amended, as Company unless the case may be) or (ii) stock certificate submitted to the failure transfer agent evidencing such Registrable Securities is accompanied by the Holder a certificate reasonably satisfactory to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the effect that (A) the Registrable Securities have been sold in accordance with such registration statement and (B) the requirement of delivering a current prospectus has been satisfied. (viii) Each Holder agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the registration statement referred to in this Section 2.1. Each Holder agrees not to take any action with respect to any purchaser distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the shares covered by such Registration Statement from the Holder through no fault of the CompanyExchange Act or any other applicable rule, regulation or law.

Covenants of Holders. 2.6.1. Each Holder agrees that, upon receipt of the Holders hereby agrees (a) to cooperate with any notice from the Company pursuant to Section 2.4.6, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement (and to furnish if so requested by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such information concerning Holder's possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus. 2.6.2. Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its plan of distribution and ownership interests with respect to its Registrable Shares reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days, plus any customary extension period of the applicable underwriter); provided, however, that all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion). 2.6.3. Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1 or 2.2, as the case may be, is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a Registration Statement with respect supplement or amendment to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained prospectus included in the Registration Statement (other than so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required or omit to be stated therein or state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, if and misleading relating to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedhappening of any event of the kind described in the preceding sentence of this subsection, as the case may be) or (ii) the failure by the Holder will forthwith discontinue disposition of Registrable Securities pursuant to deliver or cause to be delivered the Prospectus contained in such Registration Statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly (as amended or supplementedand in any event within 60 days of any such Company notice) make available to each Holder and, if applicable) furnished so requested by the Company Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities at the time of delivery of such notice. 2.6.4. Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2. Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. 2.6.5. Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section 2 are not transferable on the books of the Company unless the stock certificate evidencing such Registrable Securities (or other applicable documentation, if the Registrable Securities are registered as restricted securities in book-entry form in a direct registration system maintained for the Company by its transfer agent) is submitted to the Company's transfer agent. 2.6.6. Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall be entitled to rely on the accuracy and completeness of disclosures with respect to which the Company is providing indemnification pursuant to Section 2.5 hereof). 2.6.7. Each Holder agrees not to take any action with respect to any purchaser of the shares covered by distribution deemed to be made pursuant to such Registration Statement from that constitutes a violation of Regulation M under the Holder through no fault of the CompanyExchange Act or to take any action that violates any other applicable rule, regulation or securities law.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company Company, in a timely manner, all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 5 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 5 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration.

Covenants of Holders. Each of the Holders hereby agrees (ai) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, (bii) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (ciii) severally but not jointly or jointly and severally, to indemnify and hold harmless the Company, its officers, directors, agents, employees, agentsattorneys, representatives and affiliatesAffiliates, and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of Act or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light Section 20 of the circumstances under which they were made, not misleading, if and Exchange Act to the same extent that as the foregoing indemnity from the Company to such statement or omission occurs from Holder, but only with respect to information relating to such Holder included in reliance upon and in conformity with written information regarding furnished in writing by such Holder or on such Holder’s behalf expressly for use in any registration statement, preliminary prospectus, prospectus or free writing prospectus relating to the Registrable Shares, or any amendment or supplement thereto; provided that the liability of each Holder shall be limited to the gross proceeds received by such Holder from the sale of its Registrable Shares pursuant to any such registration statement. In case any action or proceeding shall be brought against the Company or its officers, directors, agents, employees, attorneys, representatives or Affiliates or any such controlling person, in respect of which indemnity may be sought against such Holder, its plan of distribution such Holder shall have the rights and duties given to the Company, and the Company or its ownership interestsofficers, which was furnished directors, agents, employees, attorneys, representatives or Affiliates or such controlling person shall have the rights and duties given to the Company such Holder, by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the CompanySection 8 hereof.

Covenants of Holders. Each of the The Holders hereby agrees agree (a) to cooperate with -------------------- the Company Companies and to furnish to the Company Companies all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Shelf Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Companies may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Shelf Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Shelf Registration Statement from the Holder and Holders, (c) to notify the Companies of any sale of the Registrable Shares by the Holders and (d) to indemnify the CompanyCompanies, its their respective officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls either of the Company Companies within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the CompanyCompanies, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Shelf Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holders or its plan of distribution or its ownership interests, which was furnished to the Company Companies by the Holder Holders in writing for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder Holders to deliver or cause to be delivered the Prospectus prospectus contained in such the Shelf Registration Statement (as amended or supplemented, if applicable) furnished by the Company Companies to the Holder Holders to any purchaser of the shares covered by such the Shelf Registration Statement from the Holder through Holders. Notwithstanding the foregoing, (i) in no fault event will the Holders have any obligation under this Section 6 for amounts the Companies pay in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolders (which consent shall not be unreasonably withheld) and (ii) the total amount for which the Holders shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holders' Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Shelf Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders (severally and not -------------------- jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders Holder hereby agrees (a) to cooperate with the Company and to promptly furnish to the Company all such information concerning its plan of distribution and its ownership interests with respect to its Registrable Shares Shares, and all such other information required to be furnished by the Securities Act in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, Act and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, Company against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys documented in writing) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the a Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the or on behalf of a Holder for use therein unless such statement or omission was corrected in a writing delivered to the Company not less than two five (25) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) Prospectus or (ii) the failure by the a Holder or any underwriter, broker, dealer or agent acting for on behalf of such Holder to deliver or cause to be delivered the most current Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder. In connection with the preparation of a Registration Statement with respect to such Holders' Registrable Shares, the Company may distribute to the Holders one or more questionnaires or other documents (each, a "Request for Information") intended to solicit and/or update and/or confirm information with respect to each Holder through (including, without limitation, such Holder's plan of distribution and then-current beneficial ownership of shares of Common Stock). The parties hereto expressly agree that the failure by a Holder to respond to any such Request for Information within the time period established therein by the Company (which may be no fault shorter than ten (10) business days after sending such Request for Information) may, at the Company's election, be deemed either (x) a representation and warranty from such Holder to the Company that all information set forth in such Request for Information (1) is true, correct and complete in all material respects and (2) may be relied upon by the Company in preparing such Registration Statement with the same effect under this Agreement as if such information were provided directly by the Holder to the Company, or (y) a waiver of any obligation of the CompanyCompany hereunder to include such Holder's Registrable Shares in such Registration Statement.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the - 6 - Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing to the Company by the Holder for use therein unless such statement or omission was corrected therein. Notwithstanding the foregoing, (i) in writing to no event will a Holder have any obligation under this Section 6 for amounts the Company not less than two (2) business days prior to pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the date consent of the final prospectus Holder (as supplemented or amended, as the case may bewhich consent shall not be unreasonably withheld) or and (ii) the failure total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the Holder to deliver or cause to be delivered sale of the Prospectus contained Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement (as amended under this Agreement or supplemented, if applicable) furnished by otherwise and shall survive the Company to the Holder to any purchaser termination of the shares covered by such Registration Statement from the Holder through no fault of the Companythis Agreement.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder Holder, (c) to notify the Company of any sale of Registrable Securities by such Holder, and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him, her or it from the sale of the Holder's Registrable Shares in such registration.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a any Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus contained in the any Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and Holder, (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each personperson or entity, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such a Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished in writing to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) ), or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such any Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company, and (d) to not exercise the Redemption Right (as defined in the Partnership Agreement) unless a Registration Statement with respect to the Registrable Shares has been declared effective by the SEC and remains effective.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. (a) Each of the Holders hereby agrees (ai) to cooperate with the Company Parent and to furnish to the Company Parent all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company Parent may reasonably request, (bii) if Parent complies with its obligations to timely file the final Prospectus pursuant to Section 3(f)(v) of this Agreement, to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from such Holder if the Holder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of shares to such purchaser; provided, however, that no delivery of the Prospectus shall be required of any Holder pursuant to this subsection (ii) if such Prospectus is deemed delivered pursuant to Rule 172 of the Securities Act, and (ciii) to indemnify the CompanyParent, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company Parent within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the CompanyParent, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (iA) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company Parent in writing by the such Holder for use therein unless such statement or omission was corrected in writing to Parent prior to the Company not less than two (2) business days date one day prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (iiB) if Parent complies with its obligations to timely file the final Prospectus pursuant to Section 3(f)(v) of this Agreement, the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company Parent to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of Parent if the CompanyHolder is required by the Securities Act or the rules and regulations thereunder to deliver the Prospectus in connection with the sale of shares to such purchaser; provided that, for purposes of this subsection (B), such failure shall not include in any event any deemed delivery of such Prospectus pursuant to Rule 172 of the Securities Act. (b) In addition, other than through open market sales or sales pursuant to a Registration Statement, each Holder hereby agrees not to sell any Common Shares to a third party if (i) such party is a direct or indirect competitor of Parent listed on a schedule to be mutually agreed upon by Parent and Holders of a majority of the aggregate of the outstanding Registrable Shares at the Closing or (ii) such sale would result in such third party beneficially owning ten percent (10%) or more of the issued and outstanding voting securities of Parent; provided, however, that this provision shall not apply to third parties who can legally report their ownership of equity securities on Schedule 13G under the Exchange Act or any successor provision thereto.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company Companies and to furnish to the Company Companies all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Companies may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) , any amendment or supplement thereto, to any purchaser of the shares Registrable Shares covered by such the Registration Statement from the Holder and Holder, (c) to notify the Companies of any sale of Registrable Shares by such Holder and (d) to indemnify the CompanyCompanies, its their officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company Companies within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the CompanyCompanies, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing to the REIT or the Operating Company by the Holder in writing for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the REIT and the Operating Company to the Holder to any purchaser of the shares Paired Shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the REIT or the Operating Company pay in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of any notice from the Company of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan happening of distribution and ownership interests with respect to its Registrable Shares in connection with any event requiring the preparation of a Registration Statement with respect supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, if and each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the extent that such registration statement contemplated by subsection 2.1(a) until its receipt of copies of the supplemented or omission occurs amended prospectus from reliance upon and in conformity with written information regarding the HolderCompany and, its plan of distribution or its ownership interestsif so directed by the Company, which was furnished each Holder shall deliver to the Company by all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder severally agrees for use therein unless such statement or omission was corrected in writing a period of 90 days from the effective date of any registration (other than a registration effected solely to implement an employee benefit plan) of securities of the Company not less than two (2) business days prior to the date for any underwritten offering in which securities of the final prospectus (as supplemented Company are sold not to sell, make any short sale of, loan, grant any option for the purchase of, or amendedotherwise dispose of any Registrable Securities or any other stock of the Company held by such Holder, other than shares of Registrable Securities included in such registration, without the prior written consent of the Company or the underwriters managing such underwritten offering, as the case may be; provided that this obligation is subject to the condition that all executive officers and directors of the Company shall enter into similar agreements. (iii) Each Holder agrees to suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by subsection 2.1(a) during any period, not to exceed in the aggregate 75 days in any 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material, undisclosed circumstances or (ii) developments with respect to which the failure disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable. Any such request by the Company shall be held confidential by the Holder. Any such period of suspension shall extend the Registration Period. (iv) Each Holder agrees to deliver or cause notify the Company, at any time when a prospectus relating to the registration statement contemplated by subsection 2.1(a) is required to be delivered by it under the Prospectus contained Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading relating to the Holder, and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by it to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (v) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. The Holder will promptly keep the Company informed as to all sales of Registrable Securities made under the Registration Statement and assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (as amended or supplemented, if applicablevi) furnished Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the registration statement described in this Section are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing such Registrable Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (A) the Registrable Securities have been sold in accordance with such registration statement, (B) the requirement of delivering a current prospectus has been satisfied or (C) an exemption from registration is applicable. (vii) Each Holder agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the registration statement referred to in this Section 2.1 or pursuant to an exemption therefrom. Each Holder agrees not to take any action with respect to any purchaser distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the shares covered by such Registration Statement from the Holder through no fault of the CompanyExchange Act or any other applicable rule, regulation or law.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of the Holders hereby agrees (a) to cooperate with any notice from the Company pursuant to Section 2.1(c)(vi), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement (and to furnish if so requested by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such information concerning Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement has ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus. (ii) Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its plan of distribution and ownership interests with respect to its Registrable Shares reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days, plus any customary extension period of the applicable underwriter); provided, however, that all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion). (iii) Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1(a) or 2.1(b), as the case may be, is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a Registration Statement with respect supplement or amendment to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained prospectus included in the Registration Statement (other than so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required or omit to be stated therein or state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, if and misleading relating to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedhappening of any event of the kind described in the preceding sentence of this subsection, as the case may be) or (ii) the failure by the Holder will forthwith discontinue disposition of Registrable Securities pursuant to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as until its receipt of the copies of the supplemental or amended or supplementedprospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if applicable) furnished so requested by the Company Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities at the time of delivery of such notice. (iv) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (v) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section 2.1 are not transferable on the books of the Company unless the stock certificate evidencing such Registrable Securities (or other applicable documentation, if the Registrable Securities are registered as restricted securities in book-entry form in a direct registration system maintained for the Company by its transfer agent) is submitted to the Company’s transfer agent. (vi) Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall be entitled to rely on the accuracy and completeness of disclosures with respect to which the Company is providing indemnification pursuant to Section 2.1(d) hereof). (vii) Each Holder agrees not to take any action with respect to any purchaser of the shares covered by distribution deemed to be made pursuant to such Registration Statement from that constitutes a violation of Regulation M under the Exchange Act or to take any action that violates any other applicable rule, regulation or securities law, including, without limitation, laws relating to short-selling. If requested by the SEC in connection with the review of a Registration Statement or otherwise, each Holder through no fault agrees to certify its acknowledgement of the Companymatters described in the preceding sentence and compliance therewith.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of any notice from the Company of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan happening of distribution and ownership interests with respect to its Registrable Shares in connection with any event requiring the preparation of a Registration Statement with respect supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, if and each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the extent registration statement contemplated by subsection 2.1(a) or (b) until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder severally agrees for a period of 90 days from the effective date of any registration (other than a registration effected solely to implement an employee benefit plan) of securities of the Company for any underwritten offering in which securities of the Company are sold not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any other stock of the Company held by such Holder, other than shares of Registrable Securities included in such registration, without the prior written consent of the Company or the underwriters managing such underwritten offering, as the case may be; provided that this obligation is subject to the condition that all executive officers and directors of the Company shall enter into similar agreements. (iii) Each Holder agrees to suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by subsection 2.1(a) of (b) during any period, not to exceed in the aggregate 90 days in any 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material, undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable. Any such request by the Company shall be held confidential by the Holder. (iv) Each Holder agrees to notify the Company, at any time when a prospectus relating to the registration statement contemplated by subsection 2.1(a) or omission occurs from reliance upon and in conformity with written information regarding (b) is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading relating to the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (v) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. The Holder will promptly keep the Company informed as to all sales of Registerable Securities made under the Registration Statement and assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (vi) Each Holder hereby covenants with the Company (1) not less than two to make any sale of the Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (2) if such Shares are to be sold by any method or in any transaction other than on a national securities exchange, in the over-the-counter market, on the Nasdaq, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five business days prior to the date on which the Purchaser first offers to sell any such Shares. (vii) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the registration statement described in this Section are not transferable on the books of the final prospectus (as supplemented or amended, as Company unless the case may be) or (ii) stock certificate submitted to the failure transfer agent evidencing such Shares is accompanied by the Holder a certificate reasonably satisfactory to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the effect that (A) the Registrable Securities have been sold in accordance with such registration statement and (B) the requirement of delivering a current prospectus has been satisfied. (viii) Each Holder agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the registration statement referred to in this Section 2.1. Each Holder agrees not to take any action with respect to any purchaser distribution deemed to be made pursuant to such registration statement that constitutes a violation of Regulation M under the shares covered by such Registration Statement from the Holder through no fault of the CompanyExchange Act or any other applicable rule, regulation or law.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish within three days to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder at least one business day prior to such sale to ensure that no Suspension Event (as defined in Section 7) has occurred or is continuing and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through no fault Holder. The obligations of the CompanyHolders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of any notice from the Company of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan happening of distribution and ownership interests with respect to its Registrable Shares in connection with any event requiring the preparation of a Registration Statement with respect supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, if and each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the extent that such registration statement contemplated by subsection 2.1(a) until its receipt of copies of the supplemented or omission occurs amended prospectus from reliance upon and in conformity with written information regarding the HolderCompany and, its plan of distribution or its ownership interestsif so directed by the Company, which was furnished each Holder shall deliver to the Company by all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder severally agrees for use therein unless such statement a period of time (not to exceed 90 days) from the effective date of any registration (other than a registration effected solely to implement an employee benefit plan) of securities of the Company for any underwritten offering in which securities of the Company are sold (upon request of the Company or omission was corrected in writing of the underwriters managing any underwritten offering to the Company Company's securities) not less than two (2) business days prior to sell, make any short sale of, loan, grant any option for the date purchase of, or otherwise dispose of any Registrable Securities or any other stock of the final prospectus (as supplemented Company held by such Holder, other than shares of Registrable Securities included in such registration, without the prior written consent of the Company or amendedsuch underwriters, as the case may be; provided that this obligation is subject to the condition that all executive officers and directors of the Company shall enter into similar agreements. Each Holder agrees to suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by subsection 2.1(a) during any period, not to exceed one 45-day period per circumstance or (ii) development and not to exceed 90 days in any 12-month period, when the failure Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material, undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable. Any such request by the Company shall be held confidential by the Holder. (iii) Each Holder agrees to deliver or cause notify the Company, at any time when a prospectus relating to the registration statement contemplated by subsection 2.1(a) is required to be delivered by it under the Prospectus contained Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading relating to the Holder, and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by it to the Company of the happening of any event of the kind described in the next preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (iv) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. The Holder will promptly keep the Company informed as to all sales of Registrable Securities made under the Registration Statement and assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (as amended v) Each Holder hereby covenants with the Company (1) not to make any sale of the Shares pursuant to the Registration Statement without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (2) if such Shares are to be sold by any method or supplementedin any transaction other than on a national securities exchange, if applicablein the over-the-counter market, on the Nasdaq, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five Business Days prior to the date on which the Holder first offers to sell any such Shares. (vi) furnished Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing such Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (A) the Registrable Securities have been sold in accordance with such registration statement and (B) the requirement of delivering a current prospectus has been satisfied. (vii) Each Holder agrees that, after the Registration Statement has been declared effective by the SEC, it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act except (A) as contemplated in the Registration Statement (B) or as otherwise contemplated by this Agreement. Each Holder agrees not to take any action with respect to any purchaser of the shares covered by distribution deemed to be made pursuant to such Registration Statement from that constitutes a violation of Regulation M under the Holder through no fault of the CompanyExchange Act or any other applicable rule, regulation or law.

Covenants of Holders. Each of the Holders (severally and not jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 6, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Common Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery from the Holder of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request. In connection with any Demand Registration Statement or any Piggyback Registration Statement, each Holder hereby agrees, (ba) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (b) to notify the Company of any sale of Registrable Shares by such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished in writing by such Indemnitee to the Company by the Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) previously furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through Holder. Notwithstanding the foregoing, (i) in no fault of the Company.event will a

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders (severally and not jointly) hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the such Holder expressly for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. Notwithstanding the provisions of this Section 7, no Holder shall be required to pay as indemnification hereunder any amount in excess of the gross proceeds from the sale of Shares by such Holder which gave rise to the incurrence of such indemnification.

Covenants of Holders. Each of the Holders hereby agrees shall (a) to cooperate with the Company and to promptly upon request furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares Shares, and such other information about such Holder as is required to be included in the Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act and any applicable “blue sky” laws, rules or regulations, in connection with the preparation of a the Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any pursuant to state securities commissions laws as the Company may reasonably request, and shall timely update all required Holder information, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that such Registration Statement statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, or such Holder’s plan of distribution or ownership interest, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three business days prior to the date of the final Prospectus (as supplemented or amended, as the case may be), (ii) any untrue statement or alleged untrue statement of material fact contained thereinin the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) ), or (iiiii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. (i) Each Holder agrees that, upon receipt of the Holders hereby agrees (a) to cooperate with any notice from the Company pursuant to Section 2.1(d)(vi), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement (and to furnish if so requested by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such information concerning Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus. (ii) Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its plan of distribution and ownership interests with respect to its Registrable Shares reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days, plus any customary extension period of the applicable underwriter); provided, however, that all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion). (iii) Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1(a) or 2.1(b), as the case may be, is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a Registration Statement with respect supplement or amendment to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained prospectus included in the Registration Statement (other than so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required or omit to be stated therein or state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, if and misleading relating to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by the Holder for use therein unless such statement or omission was corrected in writing it to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedhappening of any event of the kind described in the preceding sentence of this subsection, as the case may be) or (ii) the failure by the Holder will forthwith discontinue disposition of Registrable Securities pursuant to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as until its receipt of the copies of the supplemental or amended or supplementedprospectus contemplated by this subsection, which the Company shall promptly make available to each Holder and, if applicable) furnished so requested by the Company Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities at the time of delivery of such notice. (iv) Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.1. Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. (v) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section 2.1 are not transferable on the books of the Company unless the stock certificate evidencing such Registrable Securities (or other applicable documentation, if the Registrable Securities are registered as restricted securities in book-entry form in a direct registration system maintained for the Company by its transfer agent) is submitted to the Company’s transfer agent. (vi) Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall be entitled to rely on the accuracy and completeness of disclosures with respect to which the Company is providing indemnification pursuant to Section 2.1(e) hereof). (vii) Each Holder agrees not to take any action with respect to any purchaser of the shares covered by distribution deemed to be made pursuant to such Registration Statement from that constitutes a violation of Regulation M under the Exchange Act or to take any action that violates any other applicable rule, regulation or securities law, including, without limitation, laws relating to short-selling. If requested by the SEC in connection with the review of a Registration Statement or otherwise, each Holder through no fault agrees to certify its acknowledgement of the Companymatters described in the preceding sentence and compliance therewith.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a the Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to the extent required by the Securities Act, to deliver or cause delivery of the Prospectus prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such the Registration Statement from the Holder, (c) to notify the Company of any sale of Registrable Shares by such Holder and (cd) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such the Registration Statement or the Prospectus prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance arose out of or was based upon and in conformity with written information regarding the Holder, Holder or its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date of the final prospectus (as supplemented or amendedtherein, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus prospectus contained in such the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such the Registration Statement from the Holder. Notwithstanding the foregoing, (i) in no event will a Holder through no fault have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the CompanyHolder (which consent shall not be unreasonably withheld) and (ii) the total amount for which a Holder shall be liable under this Section 6 shall not in any event exceed the aggregate proceeds received by him or it from the sale of the Holder's Registrable Shares in such registration. The obligations of the Holders under this Section 6 shall survive the completion of any offering of Registrable Shares pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Covenants of Holders. Each of the Holders hereby agrees (ai) to cooperate with the Company Parent and to furnish to the Company Parent all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company Parent may reasonably request (and Parent may exclude from any registration pursuant hereto the Registrable Shares of any Holder who fails to furnish such information within a reasonable time after receiving such request), (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (cii) to indemnify the CompanyParent, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each personPerson, if any, who controls the Company Parent within the meaning of the Securities Act, and each other personPerson, if any, subject to liability because of his his, her or its connection with the CompanyParent, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company Parent in writing by the such Holder pursuant to an Investor Questionnaire or otherwise expressly for use therein unless such statement or omission was corrected in writing to Parent prior to the Company not less than two (2) business days date one day prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company).

Covenants of Holders. Each of the Holders hereby agrees individually, and not jointly with any other Holders, agrees: (a) to cooperate with the Company and to furnish promptly to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, , (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and Holder, (c) Subject to Section 10, to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, supplemented if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company. The liability of the Holders under the preceding indemnity shall be several and not joint, and (d) That the Shares and any certificate evidencing such Shares may, at the request of the Company, be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN REGISTRATION RIGHTS AND LOCK-UP AGREEMENT BETWEEN THE HOLDER AND THE COMPANY, DATED AS OF July 25, 2019. A COPY OF THE LOCK-UP AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY.” provided, however, that the Company shall promptly remove such legend from any Shares that are no longer subject to a Lock-Up. (e) Subject to the Company’s receipt of an opinion of counsel reasonably satisfactory to the Company that registration under the Securities Act is not required, the Company shall use its reasonable best efforts to remove, or cause its registrar and transfer agent to remove, any other restrictive legend from the certificates evidencing the Shares, following a Holder’s written request to have such legend removed.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's ’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the such Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by the such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two three (23) business days prior to the date of the final prospectus Prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the such Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

Covenants of Holders. Each of the Holders hereby agrees (a) to -------------------- cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Registerable Shares in connection with the preparation of a Registration Statement with respect to such Holder's Registrable Registerable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the such Registration Statement (other than an Issuance Registration Statement) to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliatesAffiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other personperson or entity, if any, subject to liability because of his his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two (2) business days prior to the date one day prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.