Common use of Participation in Underwritten Offerings Clause in Contracts

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation an representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 pursuant to this Agreement unless such holder of Registrable Securities Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, in customary form approved by the holders of a majority of Registrable Securities Persons entitled under this Agreement to be included in approve such underwritten offering arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements. Notwithstanding the foregoing; provided, that no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities included in any underwritten offering shall be required to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters (other than representations and warranties contained in a writing furnished by regarding (A) such holder Holder’s ownership of its Registrable Securities expressly for use to be sold in such offering, (B) such Holder’s power and authority to effect such Transfer and (C) such matters pertaining to such Holder’s compliance with securities laws as may be reasonably requested by the related registration statement managing underwriter(s)) or representationsto undertake any indemnification obligations to the Company or the underwriters with respect thereto, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by lawexcept to the extent otherwise provided in Section 11 hereof.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder Person (other than the Company, which will be subject to and governed by the other terms and provisions of Registrable Securities this Agreement) may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Company and the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder Holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder Holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities to make a representation an representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities Holder expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable SecuritiesHolder, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Company and the Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities Holder expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable SecuritiesHolder, such holderHolder's Registrable registrable Securities and such holderHolder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the provisions of this Agreement.

Participation in Underwritten Offerings. No holder Person (other --------------------------------------- than the Company, which will be subject to and governed by the other terms and provisions of Registrable Securities this Agreement) may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees to sell such Person's securities on the - basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all -- questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may --------------------------------------- participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Company and the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method or methods of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.7.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in --------------------------------------- any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Company and the Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities Holder expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable SecuritiesHolder, such holderHolder's Registrable registrable Securities and such holderHolder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the provisions of this Agreement.

Participation in Underwritten Offerings. No holder of Registrable Securities Holder may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities Holder (i) agrees to sell such Person's Holder’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities Holder to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities Holder expressly for use in the related registration statement or customary representations, warranties or agreements regarding such holder Holder of Registrable Securities, such holder's Holder’s Registrable Securities and such holder's Holder’s intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities to be included in such underwritten offering Company and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereofof this Agreement, approved by the holders of a majority of Registrable Securities to be included in such underwritten offering Xxxxxxx USA and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall will require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company Xxxxxxx USA or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable ------------------------------------------- Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Company and the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (iI) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (iiII) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Holder may participate in any underwritten offering under Section 3.1 3(a) unless such holder of Registrable Securities (i) agrees to sell such Person's Holder’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable SecuritiesHolder, such holder's Holder’s Registrable Securities and such holder's Holder’s intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 2.2 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation an representations or warranty warranties to or agreements with the Company or the underwriters other than 162 representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may ---------------------------------------- participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees - to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Company and the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all -- questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities Registrable Securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to to, or agreements with with, the Company or the underwriters underwriters, other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement Registration Statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may --------------------------------------- participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements arrange ments approved, subject to the terms and conditions hereof, by the holders Company and the Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities to make a representation any representations or warranty warran ties to or agreements with the Company or the underwriters other than representations representa tions and warranties contained in a writing furnished by such holder of Registrable Securities Holder expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable SecuritiesHolder, such holderHolder's Registrable registrable Securities and such holderHolder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the provisions of this Agreement.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Company and the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securitiesholder, such holder's Registrable registrable Securities and such holder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the provisions of section 2.7.

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law. .

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.. REGISTRATION RIGHTS AGREEMENT BETWEEN a21, Inc. AND CERTAIN INVESTORS PAGE 9 OF 18

Participation in Underwritten Offerings. No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person's person’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions condi tions hereof, by the holders Company and the Holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities Holder expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable SecuritiesHolder, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder Holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder Holder of Registrable Securities (i) agrees to sell participate in such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Holders of a majority of Registrable Securities to be included in such underwritten offering offering; (ii) enters into an underwriting agreement acceptable to the Company and (iiiii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder Holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder Holder of Registrable Securities, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No holder of Registrable Securities Person may participate in any underwritten offering under Section 3.1 hereunder unless such holder of Registrable Securities Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders Company and the Holders of a majority (by number of shares) of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities to make a representation any representations or warranty warranties to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities Holder expressly for use in the related registration statement or representations, warranties or agreements specifically regarding such holder of Registrable SecuritiesHolder, such holder's Holder’s Registrable Securities and such holder's Holder’s intended method of distribution and any other representation required by lawApplicable Law.