Common use of Form S-3 Underwriting Procedures Clause in Contracts

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held by such Designated Holder, and second, any other securities of the Company requested by the Company or other stockholders to be included in such registration.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders Holder so electelects, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any S-3 Registration under this Section 5 involving an underwritten public offering, none of the Registrable Securities held by a Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 5(a) involving an underwritten offering, the Company hereof shall not be required to include any Registrable Securities included in such underwritten offering unless the such Designated Holders thereof accept Holder accepts the terms of the underwritten offering as agreed upon between by the Company, the S-3 Initiating Holder and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and the S-3 Initiating Holdersdiscounts and lockup agreement terms, subject to Section 8(a)) and then only in such quantity as set forth below. If the Approved Underwriter believes advises the Company in good faith that the registration aggregate amount of all such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or part sales price of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of in such public offering, then the Company shall be required to include in the underwritten such offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included participating in the offering pursuant to the terms of under Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis)offering, based on the number of Registrable Securities held by each such Designated Holder, and second, any other securities of the Company requested offered by the Company or other stockholders to be included in such registrationfor its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any S-3 Registration under this Section 5 involving an underwritten public offering, none of the Registrable Securities held by any Designated Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 5(a) involving an underwritten offering, the Company hereof shall not be required to include any Registrable Securities included in such underwritten offering unless the such Designated Holders thereof accept Stockholder accepts the terms of the underwritten offering as agreed upon between by the Company, the S-3 Initiating Holders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and the S-3 Initiating Holders, discounts and lockup agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter believes advises the Company that the registration aggregate amount of all such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or part sales price of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of in such public offering, offering then the Company shall be required to include in the underwritten such offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included Stockholders participating in the offering pursuant to the terms of under Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders Stockholders participating in the offering (on an as converted basis)offering, based on the number of Registrable Securities held by each such Designated HolderStockholder, and second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the Majority S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders Stockholders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the Majority S-3 Initiating Holders, and then only in such quantity as set forth belowin this Section 4(b). If the Approved Underwriter believes advises the Company that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders Stockholders have requested to be included would materially adversely affect the success distribution or sales price of the Registrable Securities in such public offering, then the Company shall be required to include in the such underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, (i) first, such number of Registrable Securities of the Designated Holders requested to be included Stockholders participating in the offering pursuant to the terms of under Section 5(a) hereof), which such Registrable Securities shall be allocated pro rata among such Designated Holders Stockholders participating in the offering (on an as converted basis)offering, based on the number of Registrable Securities held by each such Designated HolderStockholder, and (ii) second, if all of the Registrable Securities referenced in clause (i) above have been included, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, pro rata among such other holders on the basis of the number of securities that each such holder requested to be included in such registration, except to the extent any such holders have agreed under the Existing Agreement to grant priority with regard to participation in such registration to any of the other holders, and (iii) third, if all of the Registrable Securities in clause (i) and (ii) have been included, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section ‎Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section ‎Section 3(f). In connection with any S-3 Registration under Section ‎Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to ‎Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the Majority S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders Stockholders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the Majority S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes advises the Company that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders Stockholders have requested to be included would materially adversely affect the success distribution or sales price of the Registrable Securities in such public offering, then the Company shall be required to include in the such underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included Stockholders participating in the offering pursuant to the terms of under Section 5(a) hereof3(a), which such Registrable Securities shall be allocated pro rata among such Designated Holders Stockholders participating in the offering (on an as converted basis), based on the number of Registrable Securities held by each such Designated HolderStockholder, and second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, pro rata among such other holders on the basis of the number of securities that each such holder requested to be included in such registration, except to the extent any such holders have agreed under the Existing Agreement to grant priority with regard to participation in such registration to any of the other holders, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 Article VI to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)4.6. In connection with any S-3 Registration under Section 5(a) 6.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, firstFIRST, such number of Registrable Securities of the Designated S-3 Initiating Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such and any other Designated Holders participating in the offering (on an as converted basis)pursuant to this Article VI, which Registrable Securities shall be allocated PRO RATA among such S-3 Initiating Holders and such other Designated Holders, based on the number of Registrable Securities held requested to be included in such offering by each such S-3 Initiating Holder and Designated Holder, SECOND, securities offered by the Company for its own account, and secondTHIRD, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, which such securities shall be allocated PRO RATA among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any S-3 Registration under this Section 5 involving an underwritten public offering, none of the Registrable Securities held by any Designated Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 5(a) involving an underwritten offering, the Company hereof shall not be required to include any Registrable Securities included in such underwritten offering unless the such Designated Holders thereof accept Stockholder accepts the terms of the underwritten offering as agreed upon between by the Company, the S-3 Initiating Holders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and the S-3 Initiating Holders, discounts and lockup agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter believes advises the Company that the registration aggregate amount of all such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or part sales price of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of in such public offering, offering then the Company shall be required to include in the underwritten such offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included Stockholders participating in the offering pursuant to the terms of under Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders Stockholders participating in the offering (on an as converted basis)offering, based on the number of Registrable Securities held by each such Designated HolderStockholder, and second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders to which the requested S-3 Registration relates so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating HoldersHolders and enter into an underwriting agreement in customary form with the Approved Underwriter, and then only in such quantity as set forth belowwill not, in the opinion of such underwriter, jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes determines that marketing factors require a limitation on the registration number of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to shares that may be included would materially adversely affect the success of such public offeringunderwritten, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such limit the number of Registrable Securities of the Designated Holders requested securities to be included in the offering registration and underwriting. The Company shall so advise all Designated Holders who have requested to participate in the S-3 Registration and the securities entitled to inclusion in such registration will include, first, all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to the terms of Section 5(a) hereof), which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such Designated HolderHolders, and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationunderwritten offering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(g). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders, the Registrable Securities to be offered for the account of the other Designated Holders who requested to be included in the offering inclusion of their Registrable Securities pursuant to the terms of Section 5(a) hereof), which such Registrable Securities shall be allocated and any other stockholder of the Company having similar shelf registration rights as the S-3 Initiating Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held or other similar securities owned by such S-3 Initiating Holders, Designated HolderHolders or other stockholders of the Company, second, the Registrable Securities to be offered for the account of any other stockholders of the Company who are entitled to registration of securities of the Company based upon similar rights to those in Section 5(a), pro rata based upon the number of registrable securities owned by such other stockholders, and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding -------------------------------- a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 Article V to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any S-3 Registration under Section 5(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5.1, pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the S-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders, based on the number of Registrable Securities held by each such S-3 Initiating Holder, as the case may be, second, such number of Registrable Securities of any Designated Holders requested to be included Holder participating in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis)Holders, based on the number of Registrable Securities held by each such Designated Holder, and secondthird, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company’s securities held by each such stockholder, and fourth, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 7.3 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f7.1(e). In connection with any S-3 Registration under Section 5(a7.3(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effecteffect (the "Approved S-3 Underwriter Amount"), firstthen the Company shall include in such registration, such number of Registrable Securities to the extent of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofApproved Underwriter Amount, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of all Registrable Securities held by such Designated Holder, and second, any other securities the Holders equal to their pro rata portion (based on the amount of Registrable Securities each has requested to be included) of the Company requested by the Company or other stockholders to be included in such registrationApproved Underwriter Amount.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 Article V to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any S-3 Registration under Section 5(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5.1, pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the S-3 Initiating Holders and any Designated Holders requested to be included Holder participating in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and Designated Holders participating in the offering (on an as converted basis)Holders, based on the number of Registrable Securities held by each such S-3 Initiating Holder or Designated Holder, and as the case may be, second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities held by each such stockholder, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(g). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders, the Registrable Securities to be offered for the account of the other Designated Holders who requested to be included in the offering inclusion of their Registrable Securities pursuant to the terms of Section 5(a) hereof), which such Registrable Securities shall be allocated and any other stockholder of the Company having similar shelf registration rights as the S-3 Initiating Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held or other similar securities owned by such S-3 Initiating Holders, Designated HolderHolders or other stockholders of the Company, and second, the Registrable Securities to be offered for the account of any other securities stockholders of the Company requested by the Company or other stockholders to be included in such registration.who

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders Holder so electelects, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any S-3 Registration under this Section 5 involving an underwritten public offering, none of the Registrable Securities held by any Designated Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 5(a) involving an underwritten offering, the Company hereof shall not be required to include any Registrable Securities included in such underwritten offering unless the such Designated Holders thereof accept Stockholder accepts the terms of the underwritten offering as agreed upon between by the Company, the Initiating Holder and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and the S-3 Initiating Holders, discounts and lockup agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter believes advises the Company that the registration aggregate amount of all such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or part sales price of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of in such public offering, offering then the Company shall be required to include in the underwritten such offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included Stockholders participating in the offering pursuant to the terms of under Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders Stockholders participating in the offering (on an as converted basis)offering, based on the number of Registrable Securities held by each such Designated HolderStockholder, and second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders Holder so electelects, the Company shall use its commercially reasonable efforts to cause such the offering on Form S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the Company shall select an investment banking firm of national reputation to act as the managing underwriter or underwriters selected for of such offering shall offering; provided, however, that such underwriter shall, in any cases be acceptable to the Approved Underwriter selected S-3 Initiating Holder in accordance with Section 3(f)its reasonable judgment. In connection with any S-3 Registration offering under Section 5(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, the Approved Underwriter such selected underwriter and the S-3 Initiating HoldersHolder, and then only in such quantity as set forth belowwill not, in the opinion of such underwriter, jeopardize the success of the offering by the S-3 Initiating Holder. If in the Approved Underwriter believes that written opinion of such underwriter the registration of all or part of the Registrable Securities which the S-3 Initiating Holders Holder and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offeringunderwriting, to the extent of the amount that the Approved Underwriter such underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the S-3 Initiating Holder; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested to be included in the offering inclusion of their Registrable Securities pursuant to the terms of Section 5(a) hereof), which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held by proposed to be offered for the account of such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such underwriting. 14 (c) Limitations on Form S-3 Registrations. If at the time of any request to register Registrable Securities pursuant to Section 5(a), the Company is engaged in, or has fixed plans to engage in within three months (3) of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration on Form S-3 (or any successor form then in effect) to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a), (i) within three months after the effective date of any other Registration Statement of the Company, (ii) if within the 12-month period preceding the date of such request, the S-3 Initiating Holder has included its Registrable Securities in an offering on Form S-3, (iii) if Form S-3 is not available for such offering by the Initiating S-3 Holder, (iv) if the S-3 Initiating Holder has already requested one registration on Form S-3 and all of the Registrable Securities requested to be included in such registration were so included or (v) if the S-3 Initiating Holder, together with the Designated Holders (other than the S-3 Initiating Holder) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $15,000,000. The parties acknowledge and agree that the limitation in subsection (iv) of the preceding sentence is for the purpose of limiting the General Atlantic Shareholders (acting as a group through GAP LLC), the JMI Shareholders (acting as a group through JMI) and the Pulaski Shareholders (acting as a group through Pulaski) to one registration each on From S-3, regardless of the number of Designated Holders in each group.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registration.offering. Monday, August 11, 2003.MAX

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 Article IV to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)2.06. In connection with any S-3 Registration under Section 5(a) 4.01 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the S-3 Initiating Holders and any Designated Holders requested to be included Holder participating in the offering pursuant to the terms of Section 5(a) hereof4.01, which such Registrable Securities shall be allocated pro rata PRO RATA among such S-3 Initiating Holders and Designated Holders participating in the offering (on an as converted basis)Holders, based on the number of Registrable Securities held requested to be included in such offering by each such S-3 Initiating Holder and Designated Holder, and second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 Article IV to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)2.06. In connection with any S-3 Registration under Section 5(a) 4.01 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the S-3 Initiating Holders and any Designated Holders requested to be included Holder participating in the offering pursuant to the terms of Section 5(a) hereof4.01, which such Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and Designated Holders participating in the offering (on an as converted basis)Holders, based on the number of Registrable Securities held requested to be included in such offering by each such S-3 Initiating Holder and Designated Holder, and second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes advises the Company that the registration aggregate amount of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely in such offering is sufficiently large to have a material adverse affect on the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities entitled to be covered by such Non-Effective Registration Statement held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 Article V to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any S-3 Registration under Section 5(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities entitled to be covered by such Non-Effective Registration Statement to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held entitled to be covered by such Non-Effective Registration Statement owned by such S-3 Initiating Holders; second, the Registrable Securities entitled to be covered by such Non-Effective Registration Statement to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5.1, pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders and secondentitled to be covered by such Non-Effective Registration Statement; and third, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). 13 10 In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the S-3 Initiating Holders and any Designated Holders requested to be included Holder participating in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and Designated Holders participating in the offering (on an as converted basis)Holders, based on the number of Registrable Securities held by each such S-3 Initiating Holder or Designated Holder, and as the case may be, second, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities held by each such stockholder, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, firstFIRST, such number of Registrable Securities of the S-3 Initiating Holders and any Designated Holders requested to be included Holder participating in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and Designated Holders participating in the offering (on an as converted basis)Holders, based on the number of Registrable Securities held by each such S-3 Initiating Holder or Designated Holder, and secondas the case may be, SECOND, any other securities of the Company requested by the Company or other stockholders holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities held by each such stockholder, and THIRD, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 -------------------------------- Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number all of the ----- Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the ------ account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other ----- securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders Holder so electelects, the Company shall use its commercially reasonable efforts to cause such the offering on Form S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the Company shall select an investment banking firm of national reputation to act as the managing underwriter or underwriters selected for of such offering shall offering; provided, however, that such underwriter shall, in any case, be acceptable to the Approved Underwriter selected S-3 Initiating Holder in accordance with Section 3(f)its reasonable judgment. In connection with any S-3 Registration offering under Section 5(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, the Approved Underwriter such selected underwriter and the S-3 Initiating HoldersHolder, and then only in such quantity as set forth belowwill not, in the opinion of such underwriter, jeopardize the success of the offering by the S-3 Initiating Holder. If in the Approved Underwriter believes that written opinion of such underwriter the registration of all or part of the Registrable Securities which the S-3 Initiating Holders Holder and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offeringunderwriting, to the extent of the amount that the Approved Underwriter such underwriter believes may be sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the S-3 Initiating Holder; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested to be included in the offering inclusion of their Registrable Securities pursuant to the terms of Section 5(a) hereof), which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held by proposed to be offered for the account of such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationunderwriting.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable best efforts to cause such S-3 Registration pursuant to this Section 5 Article 4 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)2.6. In connection with any S-3 Registration under Section 5(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be maybe sold without causing such material adverse effect, first, such number all of the Registrable Securities to be offered for the account of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofS-3 Initiating Holders, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 4.1, pro rata based on the number of Registrable Securities owned by such Designated Holder, Holders; and secondthird, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders Platinum so electelects, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(e). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of Platinum and the other Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereofHolders, which such Registrable Securities shall be allocated pro rata among Platinum and such other Designated Holders participating in the offering (on an as converted basis)Holders, based on the number of Registrable Securities held by Platinum and each such Designated Holder, and second, any other securities of the Company requested by holders (including the Company or Designated Holders other stockholders than Platinum) thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company’s securities held by each such stockholder, and third, securities offered by the Company for its own account.

Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(g). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, firstFIRST, such number all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders, the Registrable Securities to be offered for the account of the other Designated Holders who requested to be included in the offering inclusion of their Registrable Securities pursuant to the terms of Section 5(a) hereof), which such Registrable Securities shall be allocated and any other stockholder of the Company having similar shelf registration rights as the S-3 Initiating Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held or other similar securities owned by such S-3 Initiating Holders, Designated HolderHolders or other stockholders of the Company, SECOND, the Registrable Securities to be offered for the account of any other stockholders of the Company who are entitled to registration of securities of the Company based upon similar rights to those in Section 5(a), pro rata based upon the number of registrable securities owned by such other stockholders, and secondTHIRD, any other securities of the Company requested by the Company or other stockholders to be included in such registrationoffering.

Form S-3 Underwriting Procedures. If Upon written request by a Holder of S-3 Registered Securities (the "S-3 Initiating Holders so electRequesting Holder"), which request shall specify the amount of such S-3 Requesting Holder's S-3 Registered Securities to be sold (the "Requested S-3 Registered Securities"), the Company shall use its commercially reasonable best efforts to cause the sale of such S-3 Registration pursuant to this Section 5 Requesting Holder's Requested S-3 Registered Securities to be in the form of a firm commitment underwritten offering if the anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of such written request) equals or exceeds $5,000,000 (including, without limitation, causing to be produced and the filed any necessary prospectuses or prospectus supplements with respect to such offering). The managing underwriter or underwriters selected for such offering shall be selected by the Approved Underwriter selected S-3 Requesting Holder and shall be reasonably acceptable to the Company. Notwithstanding the foregoing, in accordance with Section 3(f). In connection with any offering of Requested S-3 Registration under Section 5(a) Registered Securities involving an underwritten offeringoffering that occurs or is scheduled to occur within 30 days of a proposed registered underwritten public offering of equity securities for the Company's own account (a "Contemporaneous Company Offering"), the Company shall not be required to cause such offering of Requested S-3 Registered Securities to take the form of an underwritten public offering but shall instead offer the S-3 Requesting Holder the ability to include any Registrable its Requested S-3 Registered Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Contemporaneous Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included in the offering Offering pursuant to the terms of Section 5(a) 4 hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held by such Designated Holder, and second, any other securities of the Company requested by the Company or other stockholders to be included in such registration.