Common use of Participation in Underwritten Offerings Clause in Contracts

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offering; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such underwritten registered offering other than representations and warranties as to (i) such Person’s ownership of his or its Registrable Shares to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) such Person’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may reasonably be requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheld.

Participation in Underwritten Offerings. No Person may participate in any offering hereunder which is underwritten registered offering contemplated hereunder, unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters, provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (bii) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offeringarrangements; provided, however, provided that no such Person holder of Registrable Securities included in any underwritten offering shall be required to make any representations or warranties in connection with any such underwritten registered offering to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in paragraph 6 hereof or to (iagree to any lockup or holdback restrictions, except as specifically provided in paragraph 3(a) hereof. Each holder of Registrable Securities agrees to execute and deliver such Person’s ownership of his or its Registrable Shares to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) such Person’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws other agreements as may be reasonably be requested; provided further, however, that requested by the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Shares, Company and the liability of each lead managing underwriter(s) that are consistent with such Person will be in proportion to, and, provided holder’s obligations under paragraph 3 or that are necessary to give further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheldeffect thereto.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, pursuant to this Agreement unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled hereunder under this Agreement to approve such arrangementsarrangements (which shall contain such terms and conditions as are generally prevailing in agreements of that type, including indemnities no more burdensome to the indemnifying party and no less favorable to the recipient thereof than those provided in Section 11 hereof) and (bii) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offering; arrangements; provided, however, that no such Person Holder of Registrable Securities included in any underwritten offering hereunder shall be required to make any representations or warranties in connection with any such underwritten registered offering to Parent or the underwriters (other than representations and warranties as to regarding (iA) such PersonHolder’s identity and ownership of his or its Registrable Shares Securities to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrancessuch offering, (iiB) such PersonHolder’s power and authority to effect such transfer Transfer, (C) such Holder’s intended method of disposition, (D) information furnished by such Holder expressly for inclusion in any Registration Statement or Prospectus, and (iiiE) such matters pertaining to such Holder’s compliance with securities laws Laws as may be reasonably be requested; provided furtherrequested by the managing underwriter(s)) or to undertake any indemnification obligations to Parent or the underwriters with respect thereto, however, other than indemnities that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein are no more burdensome to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser indemnifying party and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject no less favorable to the approval of the Board of Directors, which approval shall not be unreasonably withheldrecipient thereof than those provided in Section 11 hereof.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, pursuant to this Agreement unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled hereunder under this Agreement to approve such arrangementsarrangements (which shall contain such terms and conditions as are generally prevailing in agreements of that type, including indemnities no more burdensome to the indemnifying party and no less favorable to the recipient thereof than those provided in Section 11 hereof) and (bii) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offeringarrangements; provided, however, that no such Person Holder of Registrable Securities included in any underwritten offering hereunder shall be required to make any representations or warranties in connection with any such underwritten registered offering to Parent or the underwriters (other than representations and warranties as to regarding (iA) such PersonHolder’s identity and ownership of his or its Registrable Shares Securities to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrancessuch offering, (iiB) such PersonHolder’s power and authority to effect such transfer Transfer, (C) such Holder’s intended method of disposition, (D) information furnished by such Holder expressly for inclusion in any Registration Statement or Prospectus, and (iiiE) such matters pertaining to such Holder’s compliance with securities laws Laws as may be reasonably be requested; provided furtherrequested by the managing underwriter(s)) or to undertake any indemnification obligations to Parent or the underwriters with respect thereto, however, other than indemnities that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein are no more burdensome to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser indemnifying party and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject no less favorable to the approval of the Board of Directors, which approval shall not be unreasonably withheldrecipient thereof than those provided in Section 11 hereof.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, Underwritten Offering hereunder unless such Person (a) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, arrangements and (b) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offeringarrangements; provided, however, that no such Person any Holder that have securities included in the Registration Statement shall not be required to make any representations representations, or warranties in connection to or agreements with any such underwritten registered offering the Company or underwriter other than representations representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities and such Holder’s intended method of distribution or any other representations, warranties as to (i) such Person’s ownership of his or its Registrable Shares agreements required to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) made by such Person’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may reasonably be requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable SharesHolder under applicable law, and the aggregate amount of the liability of each such Person will be in proportion to, and, provided further that Holder shall not exceed Holder’s net proceeds from such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this AgreementUnderwritten Offering; provided, however, that if such underwritten registered offering has been initiated any additional representations and warranties customarily contained in underwriting agreements are required of all Persons participating in the Underwritten Offering by the Purchaser and the Purchaser is the sole selling shareholder underwriter in such offeringUnderwritten Offering and a Holder does not agree to such additional representations and warranties, the Purchaser shall have the right to select the Underwriter for Registrable Securities of such underwritten registered offering, subject to the approval of the Board of Directors, which approval Holder shall not be unreasonably withheldincluded in the Underwritten Offering. Nothing in this Section 11.4 shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, pursuant to this Agreement unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled hereunder under this Agreement to approve such arrangementsarrangements (which shall contain such terms and conditions as are generally prevailing in agreements of that type, including indemnities no more burdensome to the indemnifying party and no less favorable to the recipient thereof than those provided in Section 4.10 hereof) and (bii) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offeringarrangements; provided, however, that no such Person Sxxxx Family Stockholder that holds or Beneficially Owns any Registrable Securities included in any underwritten offering hereunder shall be required to make any representations or warranties in connection with any such underwritten registered offering to the Company or the underwriters (other than representations and warranties as to regarding (iA) such PersonSxxxx Family Stockholder’s identity and ownership of his or its Registrable Shares Securities to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrancessuch offering, (iiB) such PersonSxxxx Family Stockholder’s power and authority to effect such transfer transfer, (C) such Sxxxx Family Stockholder’s intended method of disposition, (D) information furnished by such Sxxxx Family Stockholder expressly for inclusion in any Registration Statement or Prospectus, and (iiiE) such matters pertaining to such Sxxxx Family Stockholder’s compliance with securities laws Laws as may be reasonably be requested; provided further, however, that requested by the obligation of such Person managing underwriter(s)) or to indemnify pursuant to undertake any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein indemnification obligations to the contraryCompany or the underwriters with respect thereto, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, other than indemnities that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject are no more burdensome to the approval of indemnifying party and no less favorable to the Board of Directors, which approval shall not be unreasonably withheldrecipient thereof than those provided in Section 4.10 hereof.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, Underwritten Offering pursuant to this Agreement unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled hereunder under this Agreement to approve such arrangements, arrangements and (bii) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offeringarrangements; provided, however, that no such Person Holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties in connection with any such underwritten registered offering to the Company or the underwriters (other than representations and warranties as to regarding (iA) such PersonHolder’s ownership of his or its Registrable Shares Securities to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, such offering; (iiB) such PersonHolder’s power and authority to effect such transfer Transfer; and (iiiC) such other matters pertaining to compliance with securities laws as may be reasonably be requested; requested by the managing underwriter(s)) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except to the extent otherwise provided furtherin Section 13 hereof, however, that the obligation mutatis mutandis. Any liability of such Person to indemnify any Holder under an underwriting agreement entered into pursuant to any such underwriting agreements this Section 11 shall be several, limited to liability arising from the breach of its representations and not joint warranties contained in that underwriting agreement and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will shall be limited to, to an amount equal to the net amount received by such Person that Holder from the sale of such Person’s Registrable Shares Securities pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheldRegistration Statement.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offering; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such underwritten registered offering other than representations and warranties as to (i) such Person’s ownership of his or its Registrable Shares to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) such Person’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may reasonably be requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, ; provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Company’s Board of Directors Trustees must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Company’s Board of DirectorsTrustees, which approval shall not be unreasonably withheld.

Participation in Underwritten Offerings. (a) No Person Holder may participate in any underwritten registered offering contemplated hereunder, including any Underwritten Offering, unless such Person Holder (ai) agrees to sell its securities Registrable Shares on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (bii) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement Agreement, and (ciii) furnishes in writing to the Company such information regarding such PersonHolder, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offering, including any Underwritten Offering; provided, however, that no such Person Holder shall be required to make any representations or warranties in connection with any such underwritten registered offering other than representations and warranties as to (i) such PersonHolder’s ownership of his or its Registrable Shares to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) such PersonHolder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may reasonably be requested; provided further, however, that the obligation of such Person Holder to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons Holders selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, to the amount of net amount proceeds received by such Person Holder from the sale of such PersonHolder’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve including any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheldUnderwritten Offering.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, unless such Person (a) agrees In connection with any Underwritten Offering contemplated by Section 2.02 or Section 2.04, the underwriting agreement into which each Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to sell its securities on the basis provided Section 2.10) and other rights and obligations as are customary in any underwriting arrangements approved Underwritten Offerings by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offering; provided, however, that no such Person Company. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and information provided by such Selling Holder for inclusion in the Registration Statement relating thereto and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. (b) Any participation by Holders in a Piggyback Underwritten Offering shall be in accordance with the plan of distribution of (i) the Company, if such Piggyback Underwritten Offering is for the account of the Company, or (ii) any other Persons who have or have been granted registration rights, if the Piggyback Underwritten Offering is for the account of such other Persons. (c) In connection with any Piggyback Underwritten Offering in which any Holder has the right to include Registrable Securities pursuant to Section 2.04, such Holder agrees (i) to supply any information reasonably requested by the Company in connection with the preparation of a Registration Statement and/or any other documents relating to such underwritten registered offering other than representations (including a Selling Stockholder Questionnaire) and warranties as to (i) such Person’s ownership of his or its Registrable Shares to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) such Person’s power to execute and authority to effect such transfer deliver any agreements and (iii) such matters pertaining to compliance with securities laws as may instruments being executed by all holders on substantially the same terms reasonably be requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated requested by the Purchaser and Company or the Purchaser is the sole selling shareholder in Managing Underwriter, as applicable, to effectuate such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, including, without limitation, underwriting agreements (subject to the approval of the Board of DirectorsSection 2.05(a)), which approval shall not be unreasonably withheld.custody - 11 -

Participation in Underwritten Offerings. No Person may --------------------------------------- participate in any underwritten registered offering contemplated hereunder, hereunder unless such Person (ai) agrees - to sell its such Person's securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Persons entitled hereunder to approve such arrangements, Company and Holder and (bii) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, -- indemnities, underwriting agreements and other documents reasonably (other than powers of attorney) required under the terms of such underwriting arrangements and this Agreement and arrangements. Notwithstanding the foregoing, no under writing agreement (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and or other information as the Company may from time to time reasonably request or as may legally be required agreement in connection with such underwritten registered offering; provided, however, that no such Person ) shall be required require any holder of Registrable Securities to make any representations or warranties in connection to or agreements with any such underwritten registered offering the Company or the underwriters other than representations and warranties as to (i) such Person’s ownership of his or its Registrable Shares to be sold or transferred contained in a manner that is free writing furnished by such holder expressly for use in the related registration statement or agreements regarding such holder, such holder's Registrable Securities and clear such holder's intended method of all liensdistribution and any other representation required by law. Without limiting the generality of the foregoing, claims and encumbranceseach Holder agrees in connection with any public offering of the Company's securities that, (ii) such Person’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may reasonably be requested; provided further, howeverupon request of the Company or the underwriters managing any underwritten offering of the Company's securities, that such Holder will not sell, make any short sale of, loan, grant any option for the obligation purchase of, or otherwise transfer or dispose of or reduce such Holder's market risk with respect to any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than those included in the registration) without the prior written consent of the Company or the managing underwriters, as the case may be, for such period of time determined by the Company and the underwriters (not to exceed a period commencing on the date of the final prospectus for such registration and ending 90 days thereafter). Each Holder agrees to execute any confirmation of such Person to indemnify pursuant to any such underwriting agreements shall lock-up agreement that may be several, and not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable Shares pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated reasonably requested by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheldunderwriters.

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, unless such Person (ai) agrees to sell its securities on the basis provided in any underwriting arrangements approved Any participation by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes Shareholders in writing to the a Company such information regarding such Person, Registration shall be in accordance with the plan of distribution of the Registrable Shares Company (subject, in the case of an Investor Registration pursuant to an Investor Registration Demand, to the rights of the Non-Managing Shareholder, or the Managing Shareholders, as applicable, in Section 5.1). Except as provided in Sections 5.1(d)(vi) and other information as (vii), in all Underwritten Offerings, the Company may from time shall have sole discretion to time select the underwriters. (ii) In connection with any proposed registered offering of securities of the Company in which any Investor has the right to include Registrable Securities pursuant to this Article 5, such Investor agrees (A) to supply any information reasonably request or as may legally be required requested by the Company in connection with the preparation of a Registration Statement and/or any other documents relating to such underwritten registered offering and (B) to execute and deliver any agreements and instruments being executed by all holders on substantially the same terms reasonably requested by the Company to effectuate such registered offering; provided, howeverincluding, that no without limitation, underwriting agreements, custody agreements, lock-ups, “hold back” agreements pursuant to which such Person Investor agrees not to sell or purchase any securities of the Company for the same period of time following the registered offering as is agreed to by the other participating holders, powers of attorney and questionnaires. The Company shall be enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required to make any representations or warranties in connection with any effect such underwritten registered offering other than representations and warranties as to facilitate the disposition of such Registrable Securities, including (i) such Person’s ownership to furnish customary opinions of his or its Registrable Shares counsel representing the Company addressed to be sold or transferred the underwriters, if any, in a manner that is free customary form, scope and clear of all liens, claims and encumbrancessubstance, (ii) such Person’s power to provide a comfort letter from the independent auditors of the Company addressed to the underwriters, if any, in customary form, scope and authority to effect such transfer substance, and (iii) if necessary and requested by an Investor including Registrable Securities in the offering, the reasonable participation of Company management in roadshows in manner and for a duration customary for offerings of such matters pertaining to compliance with securities laws as may reasonably be requested; provided further, however, size. (iii) If the Company requests that the obligation Investors take any of such Person the actions referred to indemnify pursuant to any such underwriting agreements shall be severalin paragraph (ii) of this Section 5.2(e) (including, and but not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by execution of customary lock-up agreements), the Investors shall take such Person from action promptly but in any event within three (3) Business Days following the sale date of such Person’s Registrable Shares pursuant request. Furthermore, the Company agrees that it shall use commercially reasonably efforts to such underwritten registered offering. Notwithstanding anything contained herein obtain any waivers to the contrary, the Board restrictive sale and purchase provisions of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, “hold back” agreement that if such underwritten registered offering has been initiated are reasonably requested by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheld.an Investor. Section 5.3

Participation in Underwritten Offerings. No Person may participate in any underwritten registered offering contemplated hereunder, unless such Person (a) agrees If Basic proposes to sell any Basic Common Shares in an underwritten public offering for cash pursuant to a registration statement under the Securities Act prior to the Termination Date (a “Subject Offering”), then Basic shall give not less than 20 Business Days’ advance written notice to each Holder of its securities intention to do so. Such notice shall include an estimate of the aggregate offering price of the total number of Basic Common Shares proposed to be offered and shall offer each Holder the right to request inclusion of any of such Holder’s Registrable Securities in the Subject Offering on the basis provided same terms and conditions as apply to the Basic Common Shares being offered by Basic through underwriters in the Subject Offering. Upon the written request of any underwriting arrangements approved Holder (a “Piggy-Back Request”), given within 10 Business Days following the receipt by the Persons entitled hereunder to approve Holders of any such arrangementswritten notice, (b) completes and executes all (Basic shall include in such Subject Offering, subject to the extent proration provisions of Section 3(b), such number of Basic Common Shares as shall be set forth in such Piggy-Back Request and that have not been withdrawn from such Piggy-Back Request pursuant to Section 3(c) (the “Piggy-Back Shares”). Subject to Section 3(b) below, Basic shall use its reasonable best efforts to include in the prospectus and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of registration statement for a Subject Offering all such underwriting arrangements and this Agreement and (c) furnishes in writing Registrable Securities so requested to the Company such information regarding such Person, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offeringincluded therein; provided, however, that no such Person shall be required to make Basic may at any representations time withdraw or warranties in connection cease proceeding with any such underwritten registered offering Subject Offering if it shall at the same time withdraw or cease proceeding with the registration of all other than representations and warranties as to (i) such Person’s ownership of his or its Registrable Basic Common Shares originally proposed to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) such Person’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may reasonably be requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements registered. The Piggy-Back Shares shall be several, and not joint and several, among such Persons selling Registrable Shares, included in the Subject Offering by means of a prospectus supplement relating to the Shelf Registration Statement and the liability of each such Person will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person’s Registrable other registration statement(s) registering Basic Common Shares pursuant to which such underwritten registered offeringshares are being offered and sold in the Subject Offering. Notwithstanding anything contained herein to the contrary, the Board The number of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder Subject Offerings in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval Holders may participate shall not be unreasonably withheldlimited prior to the Termination Date.

Participation in Underwritten Offerings. No Person Selling Holder may participate in any underwritten registered offering Underwritten Offering contemplated hereunder, unless such Person Selling Holder (a) agrees to sell its securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons those entitled hereunder to approve such arrangements, (b) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Shares Selling Holder and other information as the Company may from time to time reasonably request or as may legally be required in connection with such underwritten registered offeringUnderwritten Offering; provided, however, that no such Person Selling Holder shall be required to make any representations or warranties in connection with any such underwritten registered offering Underwritten Offering other than representations and warranties as to (i) such PersonSelling Holder’s ownership of his or its Registrable Shares Securities to be sold or transferred in a manner that is free and clear of all liens, claims and encumbrances, (ii) such PersonSelling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws as may reasonably be requested; provided further, however, that the obligation of such Person Selling Holder to indemnify pursuant to any such underwriting agreements shall be several, and not joint and severaljoint, among such Persons Selling Holder selling Registrable SharesSecurities, and the liability of each such Person Selling Holder will be in proportion to, and, provided further that such liability will be limited to, the net amount received by such Person Selling Holder from the sale of such PersonSelling Holder’s Registrable Shares Securities pursuant to such underwritten registered offering. Notwithstanding anything contained herein to the contrary, the Board of Directors must approve any Underwriter engaged to conduct any underwritten registered offering pursuant to this Agreement; provided, however, that if such underwritten registered offering has been initiated by the Purchaser and the Purchaser is the sole selling shareholder in such offering, the Purchaser shall have the right to select the Underwriter for such underwritten registered offering, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheldUnderwritten Offering.