Common use of Participation in Underwritten Registrations Clause in Contracts

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof7.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons Person(s) entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters; provided, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and and/or executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents in each case that are customary for such registrations and are reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) , or to undertake any indemnification obligations to the Company or the underwriters Corporation with respect thereto, except as otherwise provided in Section 6 7 hereof. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Corporation and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4 or that are necessary to give further effect thereto.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that PROVIDED THAT no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that PROVIDED THAT no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section SECTION 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof7.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification or “holdback” obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section paragraphs 3 and 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s)arrangements, provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder Holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution, and (iii) if requested by the managing underwriter or underwriters or any Person requesting a Demand Registration (the "Demanding Persons"), agrees not to undertake sell Registrable Shares or other securities held by such Person in any indemnification obligations transaction other than pursuant to such underwriting for such period following the effective date of the registration statement relating to such underwriting as determined by either the Board of Directors or the Demanding Persons; provided that no Holder of Registrable Shares shall be required to enter into such an agreement unless each other Holder of Registrable Shares, each director and executive officer of the Company or and each other Holder of at least one percent of the underwriters with respect thereto, except as otherwise provided in Section 6 hereofCommon Stock then outstanding enters into a substantially identical agreement relating to such underwriting.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten, unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements, so long as all holders participating in such underwritten offering are required to complete and execute substantially similar documents; provided provided, that no holder of Registrable Securities included in any underwritten registration Person (other than the Company) shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer, the Registrable Securities and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information with respect to such Person or its Affiliate (other than the Company or any of its Subsidiaries) provided by such Person expressly for use therein. Notwithstanding anything to the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or contrary, the Investor shall not be required to undertake agree to any indemnification obligations on the part of the Investor that are greater than its obligations pursuant to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof9.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), underwriters; provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’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 Section 6 hereof2.07, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 2.03(a).

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationregistration unless holders of a majority of the Investor Registrable Securities have agreed in writing to do so) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), underwriters; provided that no holder of Registrable Securities will Shareholder shall be required to sell more than the number of Registrable Securities that such holder Shareholder has requested the Company to include in any such underwritten registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities Shareholder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Shareholder and such holder's Shareholder’s intended method of distributiondistribution and regarding such Shareholders title to the Registrable Securities being offered and sold) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 7 hereof.

Participation in Underwritten Registrations. (a) No Person may ------------------------------------------- participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section paragraph 6 hereof.

Participation in Underwritten Registrations. (a) No Person Notwithstanding anything contained herein to the contrary, no holder of Registrable Shares may participate in any registration hereunder which is underwritten registration or otherwise a distribution of shares hereunder unless such Person holder (ia) agrees to sell such Person's securities holder’s applicable Registrable Shares on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, (i) pursuant to the terms of any over-over allotment or "“green shoe" ” option requested by the managing underwriter(s)) and (ii) agreeing to pay its pro rata share for the fees and expenses of any third party advisor or consultant retained by the Person or Persons entitled hereunder to approve such arrangements, including for any financial consulting services; provided that no holder of Registrable Securities will Shares shall be required to sell more than the number of Registrable Securities Shares that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements (including, without limitation, any applicable lock-up agreement); provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof8.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company Corporation to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company Corporation or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s)), provided except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) , and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’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 Section 6 hereof.7, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 3A.

Participation in Underwritten Registrations. (a) If any of the Registrable Securities covered by the Shelf Registration, a Demand Registration or a Piggyback Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the holders of a majority of such Registrable Securities included in such offering; PROVIDED that such investment bankers and managers must be reasonably satisfactory to the Company. If requested by the holders of a majority of such Registrable Securities, the Company shall use its best efforts to make available its senior management to participate in any "road shows" reasonably requested by such holders. No Person may participate in any underwritten registration hereunder unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder . Nothing in this Section 10 shall be construed to create any additional rights regarding the registration of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other Person otherwise 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 provided in Section 6 hereofset forth herein.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoeGREEN SHOE" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that (a) the holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and (b) no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder's ownership of securities being included in the registration, and related customer matters, 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 provided in Section 6 6(b) hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will Holder shall be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lockup agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Holder and such holder's Holder’s intended method of distribution) or . Each Holder agrees to undertake any indemnification obligations to execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such Holder’s obligations under Section 4 or the underwriters with respect that are necessary to give further effect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration Underwritten Offering hereunder unless such Person (i) agrees to sell such Person's securities ’s Registrable Securities on the basis provided in any underwriting arrangements approved consented to by the Person or Persons entitled hereunder under Section 6(c) to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that that, no holder of Registrable Securities Holder will be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder Holder of Registrable Securities included in any underwritten registration such Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Holder, such Holder’s title to, and ownership of, the Registrable Securities, such holder's Holder’s power and authority, such Holder’s intended method of distribution, and such other representations and warranties, if any, as may be customary under the circumstances) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof9(b). Nothing in this Section 10 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's securities ’s Registrable Securities on the basis provided in any underwriting arrangements in form customary for transactions of this type approved by the Person or Persons entitled hereunder holders of a majority of the Registrable Securities to approve such arrangements be sold in the contemplated offering (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters in connection with an underwritten registration (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’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 Section 6 hereof7, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 3.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and ), (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and holder, such holder's ’s ownership and title to the Registrable Securities, such holder’s intended method of distribution, and such other representations and warranties are customarily provided by selling shareholders in underwritten offerings) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof7, and (c) complies with all applicable federal and state securities laws in connection with such registration.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably customarily required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters in connection with an underwritten registration (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’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 Section 6 hereof.7, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 3A.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will -------- ---- be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable -------- ---- Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 hereof.. ---------

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements (with terms customary in underwriting agreements for secondary distributions) approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof7.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), underwriters; provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved agreed upon between the Company and the underwriters selected by the Person or Persons entitled hereunder to approve such arrangements Company in accordance with this Agreement (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person person may participate in -- ------------------------------------------- any underwritten registration hereunder which is underwritten unless such Person person (i) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 SECTION 5 hereof.. ---------

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that (a) the holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and (b) no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder's ownership of securities being included in the registration, and related customer matters, 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 provided in Section 6 7(b) hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's securities ’s Registrable Securities on the basis provided in any underwriting arrangements in form customary for transactions of this type approved by the Person or Persons entitled hereunder holders of a majority of the Registrable Securities to approve such arrangements be sold in the contemplated offering (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters in connection with an underwritten registration (other than representations and warranties regarding such holder holder, such xxxxxx’s title to the securities and such holder's ’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 Section 6 hereof7, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 3.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s)underwriters, provided provided, that no holder of Registrable Securities will or PIPE Securities shall be required to sell more than the number of Registrable Securities that or PIPE Securities such holder has requested the Company to include in any registrationinclude) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or . Each holder of Registrable Securities agrees to undertake any indemnification obligations to execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder's obligations under Section 4 or the underwriters with respect that are necessary to give further effect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that so long as no holder of Registrable Securities Holder will be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties 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 or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof7.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be -------- ---- required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities -------- ---- included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 hereof.. ---------

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(sunderwriters), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) , and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided PROVIDED that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 paragraph 6(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling persons in paragraph 6(a) hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder that is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company LLC or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company LLC or the underwriters with respect thereto, thereto (except as otherwise provided in paragraph 7 hereof); provided, further, that, with respect to the subject matter of Section 6 4(a), no holder of Registrable Securities shall be required to undertake obligations under this Section 8 that are more onerous than the obligations of each holder of Registrable Securities under Section 4(a) hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)): provided, provided that no holder of Registrable Securities Conversion Shares will be required to sell more than the number of Registrable Securities Conversion Shares that such holder has requested the Company Borrower to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents as a selling stockholder is customarily required to deliver and are reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Conversion Shares included in any underwritten registration shall be required to make any representations or warranties to the Company Borrower or the underwriters (other than representations and warranties regarding such holder and such holder's ’s ownership of and title to the Conversion Shares being registered and the intended method of distribution) or to undertake any indemnification or “holdback” obligations to the Company Borrower or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of -------- ---- Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section paragraph 6 hereof.

Participation in Underwritten Registrations. (a) If any of the Registrable Securities covered by the Registration Statement filed pursuant to Section 3 above are to be sold in an Underwritten Offering, the investment banker or investment bankers and manager or managers who will administer the offering will be selected by the holders of a majority of the outstanding shares of such Registrable Securities included in such offering, provided that such investment bankers and managers must be reasonably satisfactory to the Corporation. No Person may participate in any underwritten unwritten registration hereunder unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; , provided that no selling holder of Registrable Registered Securities included in any underwritten registration shall be required to make any representations representation or warranties warranty to the Company Corporation or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or . Nothing in this Section 8 shall be construed to undertake create any indemnification obligations to additional rights regarding the Company or the underwriters with respect thereto, except registration of Registrable Securities in any Person otherwise than as otherwise provided in Section 6 hereofset forth therein.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder seller of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder seller and such holder's seller’s intended method of distribution) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof4(b).

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), ; provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required of each holder of Registrable Securities under the terms of such underwriting arrangements; and further provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder that is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment overallotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’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 Section 6 hereof.7, or to agree to any lockup or holdback restrictions, except as otherwise specifically provided in Section 3A.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), ; provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be he required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification or “holdback” obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section paragraphs 3 and 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’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 Section paragraph 6 hereof, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in paragraph 3(a) hereof. During such time as any such holder of Registrable Securities may be engaged in a distribution of such securities, such holder shall distribute such securities under the registration statement solely in the manner described in the applicable registration statement.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no -------- holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 (x) to the extent the holders of a majority of Xxxx Registrable Securities are doing so or (y) as otherwise provided in Section 6 hereof.. ---------

Participation in Underwritten Registrations. (a) No Person Notwithstanding anything contained herein to the contrary, no holder of Registrable Shares may participate in any underwritten registration hereunder which is underwritten unless such Person holder (ia) agrees to sell such Person's securities holder’s applicable Registrable Shares on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), ; provided that no holder of Registrable Securities will Shares shall be required to sell more than the number of Registrable Securities Shares that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements (including, without limitation, any applicable lock-up agreement); provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof8.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis terms and conditions provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements select the investment banker(s) and manager(s) to administer the offering (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder Holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration who is not a management employee of the Company shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s ownership of Registrable Securities 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 provided in Section 6 7 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-over- allotment or "green shoe" option requested by the managing underwriter(s); provided, provided that no holder of Registrable Securities will be required to sell more -------- than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten -------- registration shall be required to make any representations or warranties 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 provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company Corporation to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters (other than representations and warranties regarding such holder and the identity of such holder's , its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distributiondistribution and any other representation required by law) or to undertake any indemnification obligations to the Company Corporation or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof8 or otherwise with respect to such representations and warranties given by such holder of Registrable Securities.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) such Person agrees to sell such Person's securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), underwriters; provided that no holder of -------- Registrable Securities securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any such registration) and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of -------- Registrable Securities included in any underwritten registration shall will be required to make any representations or warranties 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 or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof2(f).

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters in connection with an underwritten registration (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’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 Section 6 hereof.7, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 3A.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved agreed upon between the Company and the underwriters selected by the Person or Persons entitled hereunder to approve such arrangements Company in accordance with this Agreement (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate ------------------------------------------- in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that (a) the holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and (b) no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder's ownership of securities being included in the registration, and related customer matters, 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 provided in Section 6 6(b) hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company Stores to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall will be required to make any representations or warranties to the Company Stores 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 provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder that is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, thereto (except as otherwise provided in Section 6 hereof7); provided, further, that, with respect to the subject matter of Section 4(a), no holder of Registrable Securities shall be required to undertake obligations under this Section 8 that are more onerous than the obligations of each holder of Registrable Securities under Section 4(a).

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(sunderwriters), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) registration and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section paragraph 6 hereof.

Participation in Underwritten Registrations. (a) No Person person may participate in any underwritten registration hereunder which is underwritten unless such Person person (i) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s)underwriters, provided except that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder's ownership of the Registrable Securities 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 provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-over allotment or "“green shoe" ” option requested by the managing underwriter(s)underwriters, provided that no holder of Registrable Securities will shall be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder’s title to the securities and such holder's ’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 Section 6 hereof.5F, or to agree to any lock up or holdback restrictions, except as otherwise specifically provided in Section 6A.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided ; PROVIDED that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 (x) to the extent the holders of a majority of the Parent Registrable Securities are doing so or (y) as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), underwriters; provided that no holder of Registrable Securities will Stockholder shall be required to sell more than the number of Registrable Securities that such holder Stockholder has requested the Company to include in any such underwritten registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities Stockholder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Stockholder and such holder's Stockholder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 7 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that so long as no holder of Registrable Securities Holder will be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Holder and such holder's Holder’s intended method of distribution) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof7.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and (1) such holder's intended method ’s ownership of distributionits Registrable Securities to be sold or transferred, (2) such holder’s power and authority to effect such transfer and (3) such matters pertaining to compliance with securities laws as may be reasonably requested) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 6(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling persons in Section 6(b) hereof.

Participation in Underwritten Registrations. (a) No Person Notwithstanding anything contained herein to the contrary, no holder of Registrable Shares may participate in any underwritten registration hereunder which is underwritten unless such Person holder (ia) agrees to sell such Person's securities holder’s applicable Registrable Shares on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment over‑allotment or "“green shoe" ” option requested by the managing underwriter(s), ; provided that no holder of Registrable Securities will Shares shall be required to sell more than the number of Registrable Securities Shares that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements (including, without limitation, any applicable lock-up agreement); provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof8.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), underwriters; provided that no holder of Registrable Securities will Holder shall be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lockup agreements (subject to Section 4(a) hereof) and other documents reasonably required under the terms of such underwriting arrangements; provided further, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Holder and such holder's Holder’s intended method of distribution) or . Each Holder agrees to undertake any indemnification obligations to execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such Holder’s obligations under Section 4 or the underwriters with respect that are necessary to give further effect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s)), provided except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) , and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution; and provided further that nothing contained in paragraph 7(a) or 7(b) shall alter the rights of any holder of Equal Securities pursuant to undertake any indemnification obligations to registration or similar agreement with the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereofCompany.

Participation in Underwritten Registrations. (a) No Person person may ------------------------------------------- participate in any underwritten registration hereunder which is underwritten unless such Person person (i) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section 6 SECTION 5 hereof.. ---------

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements; (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, customary indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder's ownership and title to the Registrable Securities, such holder's intended method of distribution, and such other representations and warranties are commonly given by selling shareholders in underwritten offerings) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 7 hereof; (c) provides all customary information reasonably requested by the Company or underwriter in connection with such registration, including copies of customary documents, instruments and agreements; and (d) complies with all applicable federal and state securities laws in connection with such registration.

Participation in Underwritten Registrations. (a) No Person may participate in any registration or offering under this Exhibit which is underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis terms and conditions provided in any underwriting arrangements approved by the Person or Persons entitled hereunder under this Exhibit to approve such arrangements select the underwriters to administer the offering (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will Eligible Holder shall be required to sell more than the number of Registrable Securities that such holder Eligible Holder has requested the Company to include in any registrationinclude) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration Eligible Holder shall be required to make any representations or warranties to the Company or the underwriters (other than reasonable representations and warranties regarding such holder Eligible Holder and such holder's Eligible Holder’s ownership of Registrable Securities and such Eligible Holder’s intended method of distribution) ), or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof8 of this Exhibit.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and arrangements; (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder's ownership and title to the Registrable Securities, such holder's intended method of distribution, and such other representations and warranties are commonly given by selling shareholders in underwritten offerings) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, ; except as otherwise provided in Section 6 hereof; (iii) provides all customary information reasonably requested by the Company or underwriter in connection with such registration, including copies of customary documents, instruments and agreements; and (iv) complies with all applicable federal and state securities laws in connection with such registration.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof6.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoeGREEN SHOE" option requested by the managing underwriter(s), provided PROVIDED that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided PROVIDED that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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 provided in Section SECTION 6 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Allegiance 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 Allegiance with respect thereto, except as otherwise provided in Section 6 paragraph 6(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to Allegiance and its controlling persons in paragraph 6(a) hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder that is underwritten unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (iib) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration; provided provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties 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, thereto (except as otherwise provided in Section 6 hereof7); provided further, that, with respect to the subject matter of Section 4(a), no holder of Registrable Securities shall be required to undertake obligations under this Section 8 that are more onerous than the obligations of each holder of Registrable Securities under Section 4(a).

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company Corporation to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company Corporation or the underwriters with respect thereto, except as otherwise provided in Section 6 13 hereof.

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or "“green shoe" ” option requested by the managing underwriter(s), provided that no holder of Providence Registrable Securities will be required to sell more than the number of Providence Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Providence Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 2.6 hereof.