Common use of Demand Procedures Clause in Contracts

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all Xxxxx and any other Holders of the proposed demand registration, and such Xxxxx and any other Holders Holder, if any, shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account. The Company shall thereafter, as expeditiously as practicable practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on the an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the Xxxxx or any other Holders Holder, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registrationContego, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders Contego and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and Contego with the underwriter or underwriters selected for such underwriting. All holders proposing Contego and all Holders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two three (3) registrations in total requested by Initiating Holders Contego under Section 1.1.1, 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive twelve-month period; provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all at least 80% of the Registrable Securities specified in the notices received as aforesaidaforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Initiating HoldersContego, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementeffective.

Demand Procedures. Within ten (10) Business Days after 161 After receipt by the Company of a registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereaftershall, as expeditiously as practicable (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registrationMTI, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders MTI and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through In connection with such underwriting offering, MTI shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders MTI under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating HoldersMTI, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1MTI, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders MTI pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of Common Stock proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on the an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registrationInstitutional Investors making such demand, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders Institutional Investors and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All holders proposing Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two three (3) registrations in total requested by Initiating Holders the Institutional Investors under Section 1.1.1, 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all at least 80% of the Registrable Securities specified in the notices received as aforesaidaforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Initiating HoldersInstitutional Investors, has become effective andeffective; provided further, if that as among the method of disposition is a firm commitment underwritten public offeringInstitutional Investors: (i) BCP Fund I Virginia Holdings, at least 75% of the Registrable Securities covered thereby LLC shall have been sold pursuant thereto. Except for the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) each other Institutional Investor shall have the sole and exclusive right to request one (1) registration statements on Form S-4under Section 1.1.1, X-0 xx another form not available for registering securities for sale to provided that in each case the public, or any successor thereto, requested registration otherwise satisfies the Company will not, without the consent conditions of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement1.1.1.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4X-0, X-0 xx or another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and salesale with respect to the Registrable Securities held by them, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable practicable, use commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request to participate in such demand registration from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company shall use its commercially reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders Company and approved by the CompanyInitiating Holders, such approval not to be unreasonably withheld. All holders Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two (2) registrations requested by Initiating Holders under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all not less than seventy-five percent (75%) of the Registrable Securities specified in notices received as aforesaidaforesaid from the Initiating Holders, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method for a period of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall ninety (90) days (or such shorter period as all securities thereunder have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementsold).

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares Registrable Shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares Registrable Shares proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) file with Subject to the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request provisions of the Initiating Holders requesting registrationSection 1.1.4, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected proposed registration of Registrable Shares by the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may also include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders Other Shareholders, if any. The Company shall thereafter, (i) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders under Section 1.1.1, file with the SEC under the Securities Act a registration statement on an appropriate form covering all Registrable Shares specified in the demand request and all Registrable Shares or other than securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) as soon as practicable after the filing of the registration statement, cause such registration statement to be declared effective by the SEC. At the request of a majority-in-interest of the Initiating Holders, the Company shall cause each offering pursuant to Section 1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by a majority-in-interest of the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to a majority-in-interest of the Initiating Holders with the underwriter or underwriters selected for such underwriting. All Holders and Other Shareholders intending to participate in such offering proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. Notwithstanding anything in this Section 1.1 to the contrary, if at any time the Company is eligible to use a Form S-3 registration statement (or any successor form) for secondary sales, then, at the request of a majority-in-interest of the Initiating Holders, the registration statement to be filed by the Company pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement1.1.2 shall be a registration statement on Form S-3 (or any successor form).

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under pursuant to Section 1.1.1 (which request shall specify the number of shares of Common Stock proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable practicable, use its commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of participating Holders holding a majority of the Initiating Holders requesting registrationRegistrable Securities being registered, the Company shall use its commercially reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders Company and approved by the Companysuch participating Holders, such approval not to be unreasonably withheld, conditioned or delayed. All holders Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two three registrations requested by Initiating the Holders under Section 1.1.1, ; provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all more than seventy-five percent (75%) of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementeffective.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) file with the SEC United States Securities and Exchange Commission (the “SEC”) under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable best efforts to cause the registration statement to be declared effective. At the request of either the Initiating Existing Holders or the Additional Holders requesting registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Existing Holders or the Additional Holders, as applicable, and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Existing Holders under Section 1.1.1, provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all not less than 70% of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Existing Holders, has become effective andeffective. The Company shall not be obligated to effect more than two registrations requested by the Additional Holders under Section 1.1.1, if with the method of disposition is second registration requested having an anticipated aggregate offering price not less than $5,000,000, provided, however, that any such request shall be deemed satisfied only when a firm commitment underwritten public offering, at least 75registration statement covering not less than 70% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4specified in notices received as aforesaid, X-0 xx another form not available for registering securities for sale in accordance with the method of disposition specified by the Additional Holders, has become effective. The registration statement filed pursuant to the public, or any successor thereto, the Company will not, without the consent request of the Existing Holders selling a majority of or the Registrable Securities in such offering pursuant Additional Holders may, subject to this Section 1.11.1.4, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company that are held by shareholders other than being sold for the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 account of this Agreementthe Company.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a registration request under Section SECTION 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section SECTION 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders under Section SECTION 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section SECTION 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholdersstockholders, from the date of receipt of a notice from requesting Holders pursuant to this Section SECTION 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section SECTION 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders Stockholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable practicable, use commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating participating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two three (3) registrations requested by Initiating the Holders under Section 1.1.1, provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementeffective.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares Registrable Securities proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares Registrable Securities proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable practicable, (i) file with the SEC under the Act a registration statement on the an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its commercially reasonable efforts to cause the registration statement to be declared effective. At the request of a majority-in-interest of the Initiating Holders requesting registrationHolders, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by a majority-in-interest of the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting , and the Company shall enter into an underwriting agreement in customary form. The Company shall not be obligated form and containing customary terms reasonably acceptable to effect more than two registrations requested by a majority-in-interest of the Initiating Holders under Section 1.1.1, provided, however, that each with the underwriter or underwriters selected for such request underwriting. All Holders and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be deemed satisfied only when a registration statement covering all Registrable Securities specified required to enter into an underwriting agreement in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementcustomary form.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable practicable, use commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating participating Holders and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. All holders Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating the Holders under Section 1.1.11.1.1(a), provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all more than 75% of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementeffective.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number and class or series of shares proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on the an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registrationInstitutional Investors making such demand, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders Institutional Investors and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All holders proposing Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two three (3) registrations in total requested by Initiating Holders the Institutional Investors under Section 1.1.1, 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all at least 80% of the Registrable Securities specified in the notices received as aforesaidaforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Initiating HoldersInstitutional Investors, has become effective andeffective; provided further, if that as among the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby Institutional Investors: (i) ABS shall have been sold pursuant thereto. Except for the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) Norwest shall have the sole and exclusive right to request one (1) registration statements on Form S-4under Section 1.1.1, X-0 xx another form not available for registering securities for sale to provided that in each case the public, or any successor thereto, requested registration otherwise satisfies the Company will not, without the consent conditions of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement1.1.1.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 1.1 (which request shall specify the number of shares Registrable Securities proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, sale upon written request to the Company (which request shall specify the number of shares Registrable Securities proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company’s notice. The Company shall thereafter, as expeditiously as practicable practicable, (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable best efforts to cause the registration statement to be declared effectiveeffective within no more than sixty (60) days (ninety (90) days if the registration statement is reviewed by the SEC) after filing thereof. At the request of the Initiating Holders requesting such registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 1.1 to be managed, on a firm firm-commitment basis, by a recognized regional or national underwriter (x) in the case of a Qualified IPO, selected by the Company and approved by the participating Holders, and (y) in the case of a registration and sale other than a Qualified IPO, selected by a majority in interest of the Initiating Holders requesting such registration and approved by the Company, in either case such approval not to be unreasonably withheld, conditioned or delayed. All holders Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two (2) registrations requested by Initiating Holders the Investors under Section 1.1.1, 1.1; provided, however, that each any such request shall be deemed satisfied only when a registration statement (A) covering all of the Registrable Securities (subject only to the minimum offering price limitations set forth in Section 1.1 above) specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has (B) shall have become effective and, if the method for a period of disposition is a firm commitment underwritten public offering, at least 75% one hundred eighty (180) days (or such shorter period until all of the such Registrable Securities covered thereby are sold), (C) seventy five percent (75%) or more of all such Registrable Securities shall have been sold pursuant thereto. Except for to such registration statements on Form S-4statement, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, and (D) the Company will not, without the consent shall have complied with any and all of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any its other registration 134 statement obligations with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby such registration as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement1.4 below.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of XBKS Common Stock proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on the an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registrationInstitutional Investors making such demand, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders Institutional Investors and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting , and the Company shall enter into an underwriting agreement in customary form. The form and containing customary terms reasonably acceptable to the Company shall not be obligated to effect more than two registrations requested by Initiating Holders under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance and the Institutional Investors with the method of disposition specified by the Initiating underwriter or underwriters selected for such underwriting. All Holders, has become effective andincluding the Institutional Investors, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement.and Other

Demand Procedures. Within ten (10) Business Days after After receipt by the Company of a registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereaftershall, as expeditiously as practicable (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registrationMTI, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders MTI and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through In connection with such underwriting offering, MTI shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders MTI under Section 1.1.1, providedPROVIDED, howeverHOWEVER, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating HoldersMTI, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4X-0, X-0 xx or another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1MTI, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders MTI pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; providedPROVIDED, howeverHOWEVER, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreement.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable practicable, use commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of participating Holders holding a majority of the Initiating Holders requesting registrationRegistrable Securities being registered, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating such participating Holders and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. All holders Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating the Holders under Section 1.1.1, provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all more than 75% of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementeffective.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders Holders, if any, shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five ten (510) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account. The Company shall thereafter, as expeditiously as practicable practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on the an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the any other Holders Holders, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registrationContego, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders Contego and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and Contego with the underwriter or underwriters selected for such underwriting. All holders proposing Contego and all Holders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two three (3) registrations in total requested by Initiating Holders Contego under Section 1.1.1, 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive twelve-month period; provided, however, that each any such request shall be deemed satisfied only when a registration statement covering all at least 80% of the Registrable Securities specified in the notices received as aforesaidaforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Initiating HoldersContego, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as provided in Section 1.1.4 of this Agreementeffective.