Common use of Participation in Underwritten Registrations Clause in Contracts

Participation in Underwritten Registrations. (a) If requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested by the underwriters for No Shareholder may participate in any registration hereunder that is underwritten offering pursuant unless such Shareholder (i) agrees to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements sell its Registrable Securities on the part of, the Company and such other terms as are generally prevailing basis provided in agreements of that type, any underwriting arrangements approved by Investor (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as managing underwriter(s), provided that no Shareholder will be required to sell more than the number of Registrable Securities that such Shareholder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Shareholder’s failure to cooperate with such reasonable requests, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no Shareholder will be required to agree to any indemnification obligations on the part of such Shareholder that are customary in agreements of that type. In the case of a registration materially greater than its obligations pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type4.1(b). (b) Each Person Shareholder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above2.3(f), such Person Shareholder will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the Shareholder receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e2.3(f). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b2.3(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 2.5(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e2.3(f).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.13.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 3.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e3.4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e3.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b3.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e3.4(e).

Participation in Underwritten Registrations. (a) If requested No Holder may participate in any registration hereunder that is underwritten unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as managing underwriter, provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no Holder will be required to agree to any indemnification obligations on the part of such Holder that are customary in agreements of that type. In the case of a registration greater than its obligations pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type5(b). (b) Each Person Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above3(f), such Person Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the Holder receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e3(f). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b3(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 6(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e3(f).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 SECTION 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSECTION 4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eSECTION 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bSECTION 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph SECTION 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eSECTION 4(e).

Participation in Underwritten Registrations. (a) If No Person may participate in any 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e); provided that the Company shall cause the period from and including the date of the giving of such notice pursuant to this Section 5.4(e)7 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(e) (the “Suspension Period”) not to exceed 180 days in any twelve-month period. In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e)Suspension Period.

Participation in Underwritten Registrations. (a) If requested No Stockholder may participate in any registration hereunder that is underwritten unless such Stockholder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by CDR Investor in the case of a Registration Request made by CDR Investor or by the underwriters for any underwritten offering pursuant to Family Group Representative in the case of a Demand Registration requested under Section 5.1, Request made by the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, Family Group Representative (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as managing underwriter(s), provided that no Stockholder will be required to sell more than the number of Registrable Securities that such Stockholder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Stockholder’s failure to cooperate, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no Stockholder will be required to agree to any indemnification obligations on the part of such Stockholder that are customary in agreements of that type. In the case of a registration greater than its obligations pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type5.1(b). (b) Each Person Stockholder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above2.3(f), such Person Stockholder will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the Stockholder receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e2.3(f). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b2.3(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 2.5(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e2.3(f).

Participation in Underwritten Registrations. (a) If No Holder may participate in any registration hereunder that is underwritten unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any customary underwriting arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters for any underwritten offering pursuant underwriter(s), provided that no Holder will be required to a Demand Registration sell more than the number of Registrable Securities that such Holder has requested under Section 5.1, the Company shall enter into a customary to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreement agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the underwriters. Such underwriting agreement shall be satisfactory Company’s reasonable requests in form and substance to the Person who requested connection with such registration and shall contain or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such representations and warranties byHolder’s failure to cooperate, and such other agreements will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no Holder will be required to agree to any indemnification obligations on the part of, the Company and of such other terms as Holder that are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration greater than its obligations pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type2.6(b). (b) Each Person Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above2.4(a)(v), such Person Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the Holder receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e2.4(a)(v). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b2.4(a)(ii) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 2.4(a)(v) to and including the date when each seller of a Registrable Security covered by such registration statement shall Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e2.4(a)(v).

Participation in Underwritten Registrations. (a) If requested No Investor may participate in any registration hereunder which is underwritten unless such Investor (i) agrees to sell such Investor’s securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Investor or other persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person Investor that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSections 4(d) or (g) above, such Person Investor will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the notification set forth in Section 4(d) or copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e), as applicable. In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Sections 4(d) or (g) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the notice contemplated by Section 4(d) or copies of the supplemented or amended prospectus contemplated by Section 5.4(e)4(e) .

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) If requested agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreementarrangements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e12(v) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b12(ii) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 15 to and including the date when each seller of a Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e12(v).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If No Person may participate in any 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 and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 5.1, 3 or that are necessary to give further effect thereto. No such holder shall be required to make any representations or warranties to or agreements with the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested underwriters other than representations, warranties or agreements regarding such registration and shall contain such representations and warranties by, holder and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' holder’s Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typeSecurities. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above4(e)(i), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the applicable registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e)(i). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall shall, to the extent possible, be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 4(e)(i) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e)(i). (c) In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company shall (i) give representatives (designated to the Company in writing) of each holder of Registrable Securities or group of holders, the underwriters, if any, and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of all underwriters and one firm of counsel, one firm of accountants and one firm of other agents retained by holders of a majority of Registrable Securities covered by such registration statement on behalf of all holders of Registrable Securities registered under such registration statement, the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement thereto, (ii) upon reasonable advance notice to the Company, give each of them such reasonable access to all financial and other records, corporate documents and properties of the Company and its Subsidiaries, as shall be necessary, in the reasonable opinion of such holders’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act, and (iii) upon reasonable advance notice to the Company, provide such reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the Securities Act.

Participation in Underwritten Registrations. (a1) If The Company shall not be required to assist in an underwritten offering unless requested by the underwriters for Holders of a majority aggregate face amount of the Registrable Securities. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering pursuant to a Demand Registration requested under Section 5.1offering, the Company shall enter into a customary underwriting agreement with investment banker or investment bankers or manager or managers that will manage the underwriters. Such underwriting agreement shall offering will be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, selected by the Company and shall be reasonably acceptable to the Holders of a majority in aggregate face amount of the Registrable Securities. (2) None of the Holders may participate in any registration hereunder that is underwritten unless such other person (i) agrees to sell its Registrable Securities on the basis provided in the underwriting arrangements entered into pursuant to this Agreement (including pursuant to the terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions any over-allotment or “green shoe” option requested by the participating holders as are customary managing underwriter(s)), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in agreements of connection with such registration or qualification (it being understood that type. In the case of Company’s failure to perform its obligations hereunder, which failure is caused by such person’s failure to cooperate with such reasonable requests, will not constitute a registration pursuant to Section 5.2 hereof, if breach by the Company shall have determined to enter into of this Agreement). Notwithstanding the foregoing, the liability of any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included Holder participating in such an underwritten registration shall be subject limited to an amount equal to the amount of gross proceeds attributable to the sale of such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typeperson’s Registrable Securities. (b3) Each Person person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e3.5(c)(5) aboveor (6), such Person person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Shelf Registration Statement until such Person's receipt of the person receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e). In the event the Company shall give any such notice, 3.5(c)(5) and/or until the applicable time period mentioned circumstance referred to in Section 5.4(b3.5(c)(6) during which a registration statement is ceases to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e)exist.

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representationsholder’s intended method of distribution) or to undertake any indemnification or “holdback” obligations to the Company or the underwriters with respect thereto, warranties, indemnities except as otherwise provided in paragraphs 3 and contributions by the participating holders as are customary in agreements of that type6 hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) and 4(k) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event If the Company shall give gives any such written notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such written notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have has received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) If 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 underwriters for any underwritten offering pursuant managing underwriter(s), provided that no holder of Total Registrable Securities will be required to a Demand Registration sell more than the number of Total Registrable Securities that such holder has requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory to include in form any registration) and substance to the Person who requested such registration (ii) completes and shall contain such representations and warranties byexecutes all questionnaires, and such other agreements on the part ofpowers of attorney, the Company and such other terms as are generally prevailing in agreements of that typeindemnities, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreementarrangements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above12(v), such Person will forthwith discontinue the disposition of its Total Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b12(ii) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 15 to and including the date when each seller of a Total Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e12(v).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities 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, except that no Existing Stockholder shall be required to indemnify any underwriter beyond its indemnification and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typeobligations hereunder. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If ------------------------------------------- requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.13.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested party making such registration Demand Registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 3.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. Any holder participating in such Piggyback Registration may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holder. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e3.4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e3.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b3.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e3.4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s)), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements holder's intended method of that typedistribution. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(a)(v) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(a)(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(a)(ii) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(a)(v).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided, that each holder of Registrable Securities shall not be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities arrangements and contributions by the participating holders as are customary in agreements of that typethis Agreement. (b) Each Person that is participating in any registration hereunder under this Agreement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e1.6(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement and all use of the Registration Statement or any prospectus or related document until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e). In 1.6(e) and, if so directed by the event Company, will deliver to the Company shall give any (at the Company's expense) all copies, other than permanent file copies, then in holder's possession of such documents at the time of receipt of such notice. Furthermore, each holder agrees that if such holder uses a prospectus in connection with the offering and sale of any of the Registrable Securities, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by holder will use only the number of days during the period from and including the date of the giving latest version of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered prospectus provided by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e)Company.

Participation in Underwritten Registrations. (a) If requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.14.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 4.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4.4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4.4(e).

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) If requested agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreementarrangements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e12(v) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b12(ii) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 16 to and including the date when each seller of a Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e12(v).

Participation in Underwritten Registrations. (a) If No Person may participate in any 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event If the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have has received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a1) If None of the Investor or any transferee may participate in any registration hereunder that is underwritten unless such person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor (including pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters for managing underwriter(s), provided that no such person will be required to sell more than the number of Registrable Securities that such person has requested the Company to include in any underwritten offering pursuant registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such person’s failure to cooperate with such reasonable requests, will not constitute a Demand Registration requested under Section 5.1breach by the Company of this Agreement). Notwithstanding the foregoing, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all liability of the holders' Registrable Securities to be included Investor or any transferee participating in such an underwritten registration shall be subject limited to an amount equal to the amount of gross proceeds attributable to the sale of such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type.person’s Registrable Securities (b2) Each Person person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above4.12(c)(5), such Person person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the person receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4.12(c)(5). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b4.12(c)(2) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 4.12(e)(2) to and including the date when each seller of a Registrable Security covered by such registration statement shall Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4.12(c)(6).

Participation in Underwritten Registrations. (a) If requested No Shareholder may participate in any registration hereunder that is underwritten unless it (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as managing underwriter(s); provided, that a Shareholder will not be required to sell more than the number of Registrable Securities that it has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Shareholder’s failure to cooperate, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, a Shareholder will not be required to agree to any indemnification obligations on the part of such Shareholder that are customary in agreements of that type. In the case of a registration materially greater than its obligations pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type6(b). (b) Each Person that Shareholder agrees that, if it is participating in any registration hereunder agrees thathereunder, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(esubsection 3(f) above, such Person Shareholder will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the it receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e3(f). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 6(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall Shareholder will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e3(f).

Participation in Underwritten Registrations. (a) If requested The Shareholder may not participate in any registration hereunder that is underwritten unless it (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as managing underwriter(s); provided, that the Shareholder will not be required to sell more than the number of Registrable Securities that it has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by the Shareholder’s failure to cooperate, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, the Shareholder will not be required to agree to any indemnification obligations on the part of the Shareholder that are customary in agreements of that type. In the case of a registration materially greater than its obligations pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type6(b). (b) Each Person that The Shareholder agrees that, if it is participating in any registration hereunder agrees thathereunder, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(esubsection 3(f) above, such Person the Shareholder will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the it receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e3(f). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 6(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall the Shareholder will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e3(f).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSECTION 4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eSECTION 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bSECTION 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph SECTION 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eSECTION 4(e).

Participation in Underwritten Registrations. (a) If requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 5.1 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type, provided that, the representations, warranties, indemnities and contributions of the SSC Parties shall not be on more onerous terms and conditions than those of the Investors LLC Parties participating in the registration, provided that the representations, warranties and indemnities shall not relate to information in the registration statement relating solely to the Company and not the SSC Party's relationship thereto (as a shareholder or otherwise) and the amount payable under indemnification and contribution shall be capped at the amount of net proceeds received by each SSC Party. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e5.2(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e5.2(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b5.2(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e5.2 (e).

Participation in Underwritten Registrations. (a) If No Holder may participate in any registration hereunder that is underwritten unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any customary underwriting arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters for any underwritten offering pursuant underwriter(s), provided that no Holder will be required to a Demand Registration sell more than the number of Registrable Securities that such Holder has requested under Section 5.1, the Company shall enter into a customary to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreement agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the underwriters. Such underwriting agreement shall be satisfactory Company’s reasonable requests in form and substance to the Person who requested connection with such registration and shall contain or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such representations and warranties byHolder’s failure to cooperate, and such other agreements will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no Holder will be required to agree to any indemnification obligations on the part of, the Company and of such other terms as Holder that are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration greater than its obligations pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type6.7(b). (b) Each Person Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above6.5(a)(v), such Person Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the Holder receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e6.5(a)(v). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b6.5(a)(ii) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 6.5(a)(v) to and including the date when each seller of a Registrable Security covered by such registration statement shall Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e6.5(a)(v).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, lock-up agreements, certificates, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 SECTION 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSECTION 4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eSECTION 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bSECTION 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph SECTION 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eSECTION 4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s)), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such underwriting agreement. Such underwriting 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 any registration or similar agreement shall also contain such representations, warranties, indemnities and contributions by with the participating holders as are customary in agreements of that typeCompany. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e).in

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriters), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representationsholder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, warranties, indemnities and contributions by the participating holders except as are customary otherwise provided in agreements of that typeSection 6 hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.1, the Company The Investor shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating not participate in any registration hereunder that is underwritten unless the Investor (i) agrees to sell its Registrable Securities on the basis provided in the underwriting arrangements in customary form entered into pursuant to this Agreement (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that the Investor will not be required to sell more than the number of Registrable Securities that the Investor has requested the Company to include in any registration), (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, subject to the indemnification obligations of Article V, the Investor shall not be required to make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a Registration Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter(s) by the Investor, and (iii) cooperates with the Company's reasonable requests in connection with such registration or qualification (it being understood that the Company's failure to perform its obligations hereunder, which failure is caused by the Investor's failure to cooperate with such reasonable requests, will not constitute a breach by the Company of this Agreement). The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e1.3(e) aboveand (f), such Person the Investor will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the Investor receives copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e1.3(e), (f) and (g). In the event the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b1.3(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 1.5(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall the Investor will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e1.3(e), (f) and (g).

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) If requested agrees to sell such Person's securities on the basis provided in any customary underwriting arrangements approved by the underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary 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 agreements of that type. In the case of a any registration pursuant to Section 5.2 hereofand, if such holder specifies in the Company applicable Piggyback Request a minimum price per share at which such holder is willing to sell Registrable securities in such registration, such holder shall have determined not be required (or entitled) to enter into sell any Registrable Securities in such offering at a price per share less than such minimum price); (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreementarrangements, and (iii) is permitted to do so under Bermuda law. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e12(v) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b12(ii) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 15 to and including the date when each seller of a Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e12(v).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on holder’s intended method of distribution) or to undertake any indemnification obligations to the part ofCompany with respect thereto, except as otherwise provided in Section 6(b), or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and such other terms as are generally prevailing its controlling persons in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type6(b). (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the applicable registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall shall, to the extent possible, be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 4(e) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 4(e) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e).4(e) ..

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject he required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representationsholder’s intended method of distribution) or to undertake any indemnification or “holdback” obligations to the Company or the underwriters with respect thereto, warranties, indemnities except as otherwise provided in paragraphs 3 and contributions by the participating holders as are customary in agreements of that type6 hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) and 4(k) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event If the Company shall give gives any such written notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such written notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have has received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for Person or Persons entitled hereunder to approve such arrangements 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, and regarding (1) such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements holder’s ownership of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' its Registrable Securities to be included 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 with respect thereto, except as otherwise provided in such registration shall be subject Section 6(b) hereof, or to such underwriting agreement. Such underwriting agreement shall also contain such representationsthe underwriters with respect thereto, warranties, indemnities except to the extent of the indemnification being given to the Company and contributions by the participating holders as are customary its controlling persons in agreements of that typeSection 6(b) hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the applicable registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall shall, to the extent possible, be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph section to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s), provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities will be required to be included sell more than the number of Registrable Securities that such holder has requested Holdings to include in such registration shall be subject to 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 agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company Holdings of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company that Holdings shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7(b) to and including the date when each seller of a any Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e5(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e5(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b5(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 8 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e5(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s), provided, that each holder of Registrable Securities shall not be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities arrangements and contributions by the participating holders as are customary in agreements of that typethis Agreement. (b) Each Person that is participating in any registration hereunder under this Agreement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e1.7(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement and all use of the Registration Statement or any prospectus or related document until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e). In 1.7(e) and, if so directed by the event Company, will deliver to the Company shall give any (at the Company’s expense) all copies, other than permanent file copies, then in holder’s possession of such documents at the time of receipt of such notice. Furthermore, each holder agrees that if such holder uses a prospectus in connection with the offering and sale of any of the Registrable Securities, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by holder will use only the number of days during the period from and including the date of the giving latest version of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered prospectus provided by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e)Company.

Participation in Underwritten Registrations. (a) If requested No Person may participate in any registration or other Public Offer 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under Section 5.1the terms of such underwriting arrangements, and (iii) furnishes such information regarding such Person as the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement may reasonably request and as shall be satisfactory required in form and substance connection with such registration; PROVIDED THAT neither Carrier One nor any Management Investor shall be required to make any representations or warranties to the Person who requested such registration and shall contain such Company or the underwriters (other than representations and warranties byregarding Carrier One, or such Management Investor, and Carrier One's or such other agreements on the part of, Management Investor's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typeSECTION 6. (b) Each Person that is participating in any registration or other Public Offer hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) aboveSECTION 4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement statement, or such Public Offer until such Person's receipt of the copies of a supplemented or amended prospectus prospectus, offering circular or memorandum or other offering document, as applicable, as contemplated by such Section 5.4(eSECTION 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bSECTION 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section to and including the date when each seller of a Registrable Security covered by such registration statement Carrier One shall have received the copies of the supplemented supplemental or amended prospectus prospectus, offering circular or memorandum or other offering document, as applicable, contemplated by Section 5.4(eSECTION 4(e).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(b).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 4(e) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over allotment or "green shoe" option requested by the participating holders as are customary in agreements of that type. In the case of a registration pursuant managing underwriter(s)), (ii) furnishes to Section 5.2 hereof, if the Company shall have determined such information regarding such Person, the Registrable Stock of such Person to enter into any be registered and the intended method of disposition of such Registrable Stock, and (iii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) If Lilly disapproves of the terms of the underwriting, Lilly may elect to withdraw therefrom by written notice to the Company and the managing underwriter; provided that if Lilly withdraws, (i) if such withdrawal occurs prior to the registration statement being filed with the Commission, Lilly shall not be responsible for the Registration Expenses in connection with such registration, and (ii) if such withdrawal occurs subsequent to the filing of the registration statement with the Commission, then Lilly shall be responsible for that portion of the Registration Expenses directly resulting from such withdrawal; provided, however, that if at the time of such withdrawal, Lilly has learned of a material adverse change in the conditions, business or prospects of the Company from that known to them at the time of their request, then Lilly shall not be required to pay any of such expenses. (c) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSECTION 4.1(D) above, such Person will forthwith discontinue the disposition of its Registrable Securities Stock pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eSECTION 4.1(d).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event If the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have has received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any registration hereunder which is underwritten unless such Person (i) enters into and agrees to sell such Person's securities on the basis provided in customary underwriting arrangements approved by the underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, or upon any suspension by the Company, pursuant to a written insider trading compliance proxxxx xx xxx Xxxpany, of the ability of all "insiders" covered by such Person will forthwith program to transact in the Company's securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue the disposition of its such Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until such Person's receipt of holder receives the copies of a supplemented or amended prospectus as contemplated by Section 4(e) or the restriction on the ability of "insiders" to transact in the Company's securities is removed, as applicable, and, if so directed by the Company, each such Section 5.4(e)holder will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided, that each holder of Registrable Securities shall not be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities arrangements and contributions by the participating holders as are customary in agreements of that typethis Agreement. (b) Each Person that is participating in any registration hereunder under this Agreement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e1.7(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement and all use of the Registration Statement or any prospectus or related document until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e). In 1.7(e) and, if so directed by the event Company, will deliver to the Company shall give any (at the Company's expense) all copies, other than permanent file copies, then in holder's possession of such documents at the time of receipt of such notice. Furthermore, each holder agrees that if such holder uses a prospectus in connection with the offering and sale of any of the Registrable Securities, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by holder will use only the number of days during the period from and including the date of the giving latest version of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered prospectus provided by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e)Company.

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4( e ).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriters), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representationsholder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, warranties, indemnities and contributions by the participating holders except as are customary otherwise provided in agreements of that typeparagraph 6 hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided that each holder of Registrable Securities -------- shall not be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e9.4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e9.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b9.4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e9.4(e).

Participation in Underwritten Registrations. (a) If requested The Series E Investor may not participate in any Underwritten Offering unless the Series E Investor: (i) agrees to sell the Series E Investor’s securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Series E Investor or other persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s)); provided, that, no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any Underwritten Offering; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating If the Series E Investor elects to participate in any registration hereunder hereunder, the Series E Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSections 4(d) or (g) above, such Person the Series E Investor will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement Registration Statement until such Person's receipt of the notification set forth in Section 4(d) or copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e(e), as applicable. In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Sections (d) or (g) to and including the date when each seller of a Registrable Security covered by such registration statement Registration Statement shall have received the notice contemplated by Section 4(d) or copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents required under the terms of the holders' such underwriting arrangements; provided that no holder of -------- ---- Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representationsholder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, warranties, indemnities and contributions by the participating holders except as are customary otherwise provided in agreements of that typeparagraph 6 hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary 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 Holdings to include in agreements any registration) and (ii) completes and executes all questionnaires, powers of that type. In the case of a registration pursuant to Section 5.2 hereofattorney, if the Company shall have determined to enter into any indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company Holdings of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company Holdings shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary managing underwriter(s), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested Stores to include in agreements any registration) and (ii) completes and executes all questionnaires, powers of that type. In the case of a registration pursuant to Section 5.2 hereofattorney, if the Company shall have determined to enter into any indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in any underwritten registration will be required to make any representations or warranties to Stores or the underwriters other than representations and warranties regarding such registration shall be subject to holder and such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements holder's intended method of that typedistribution. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company Stores of the happening of any event of the kind described in Section 5.4(e6.6(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e6.6(e). In the event the Company shall Stores will give any such notice, the applicable time period mentioned in Section 5.4(b6.6(b) during which a registration statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 6.9(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall will have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e6.6(e).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder's intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreementsSection 6 hereof. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type.--------- (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith immediately ----------- discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event ----------- the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall ----------- be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7(b) to and including the ----------- date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).. -----------

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary managing underwriter(s)) and (ii) completes and executes all questionnaires (provided that, in agreements of that type. In the case of any selling stockholder who does not actively participate in the management of the Company, such questionnaire will be limited to information pertinent to such Person in his or its capacity as a registration pursuant to Section 5.2 hereofselling stockholder), if the Company shall have determined to enter into any powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Notwithstanding the foregoing, the parties hereto shall not be obligated to engage in connection therewith, all any transaction which would result in a violation of any federal or state securities laws or subject any such party to disgorgement under Section 16(b) of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typeExchange Act. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event If the Company shall give gives any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have has received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If requested Notwithstanding anything to the contrary contained herein, no Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph section to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e). (c) Each selling holder of Registrable Securities also agrees to notify the Company if any event relating to such holder occurs which would require the preparation of a supplement or amendment to the prospectus so that such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 2.6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e2.4(e) above, such Person will forthwith immediately discontinue the disposition of its Providence Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e2.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b2.4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 2.7(b) to and including the date when each seller of a Providence Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e2.4(e).

Participation in Underwritten Registrations. (a) If No Person may participate in any 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type6. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above4(e)(iii), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(f). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(f).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Shares included in any underwritten offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6.7 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above6.5(e), such Person will shall forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e6.5(e). In the event the Company shall give any such notice, the applicable time period mentioned referred to in Section 5.4(b6.5(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 6.8(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e6.5(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities will be required to be included sell more than the number of Registrable Securities that such holder has requested the Issuer to include in such registration shall be subject to 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 agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company Issuer of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company Issuer shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements, provided, in no event shall any underwritten offering pursuant holder of Registrable Securities be required to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement indemnify any underwriter or other Person in any manner other than that which is specifically set forth in paragraph6(b) with the underwriters. Such underwriting agreement shall be satisfactory in form and substance respect to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, its indemnifications obligations to the Company and such other terms as are generally prevailing in agreements holders of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typeSecurities. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If requested No Investor may participate in any registration hereunder which is underwritten unless such Investor (i) agrees to sell such Investor’s securities on the basis provided in any underwriting arrangements approved by the underwriters for any underwritten offering pursuant Investor or other persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s); provided, that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithagreements, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person Investor that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSections 4(d) or (g) above, such Person Investor will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the notification set forth in Section 4(d) or copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(g), as applicable. In the event that the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Sections 4(d) or (g) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the notice contemplated by Section 4(d) or copies of the supplemented or amended prospectus contemplated by Section 5.4(e)4(g) .

Participation in Underwritten Registrations. (a) If requested No person may participate in any 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 underwriters for any underwritten offering pursuant person or persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriters, except that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder, such representations, warranties, indemnities holder's ownership of the Registrable Securities and contributions by the participating holders as are customary in agreements such holder's intended method of that typedistribution. (b) Each Person person that is participating in any registration Registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eSECTION 4(e) above, such Person will person shall forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Personperson's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eSECTION 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bSECTION 4(b) during which a registration statement Registration Statement is to remain effective shall will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph SECTION 7(b) to and including the date when each seller and underwriter of a Registrable Security covered by such registration statement shall have has received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eSECTION 4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s); PROVIDED that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' such underwriting arrangements; provided that no holder of Registrable Securities to be included in such any underwritten registration shall be subject required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representationsholder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, warranties, indemnities and contributions by except (x) to the participating extent the holders of a majority of the Parent Registrable Securities are doing so or (y) as are customary otherwise provided in agreements of that typeSection 6 hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of his or its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph section to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over- allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s); provided, that no holder of Registrable Securities will be required to sell more -------- than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewithand other documents required under the terms of such underwriting arrangements; provided, all that no holder of the holders' Registrable Securities to be included in such any underwritten -------- registration shall be subject required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such underwriting agreement. Such underwriting agreement shall also contain holder and such representationsholder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, warranties, indemnities and contributions by the participating holders except as are customary otherwise provided in agreements of that typeSection 6 hereof. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).

Participation in Underwritten Registrations. (a) If ------------------------------------------- requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.14.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 4.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e4.4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4.4(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or “green shoe” option requested by the participating holders as are customary in agreements managing underwriter(s), provided that each holder of Registrable Securities shall not be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e9.5(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e9.5(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b9.5(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e9.5(e).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that type. In the case of a registration pursuant to Section 5.2 hereof, if such holder has requested the Company shall have determined to enter into include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements in connection therewith, all and other documents reasonably required under the terms of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(eparagraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(eparagraph 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(bparagraph 4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(eparagraph 4(e).

Participation in Underwritten Registrations. (a) If 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 underwriters for 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 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 offering pursuant to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement registration shall be satisfactory in form and substance required to make any representations or warranties to the Person who requested such registration and shall contain such Corporation or the underwriters (other than representations and warranties by, regarding such holder and such other agreements on holder’s intended method of distribution) or to undertake any indemnification obligations to the part ofCorporation or the underwriters with respect thereto, the Company and such other terms except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 13 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company Corporation of the happening of any event of the kind described in Section 5.4(e11(e) above, such Person will forthwith immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e11(e). In the event the Company Corporation shall give any such notice, the applicable time period mentioned in Section 5.4(b11(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 14(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e11(e).

Participation in Underwritten Registrations. (a) If No Person may participate in any 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 underwriters for 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 offering pursuant registration shall be required to a Demand Registration requested under Section 5.1, make any representations or warranties to the Company shall enter into a customary underwriting agreement with or the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested such registration and shall contain such underwriters (other than representations and warranties by, regarding such holder and such other agreements on the part of, holder’s intended method of distribution) or to undertake any indemnification obligations to the Company and such other terms or the underwriters with respect thereto, except as are generally prevailing otherwise provided in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 6 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's ’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(f). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(f).

Participation in Underwritten Registrations. (a) If requested No Person may participate in any 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 underwriters for any underwritten offering pursuant Person or Persons entitled hereunder to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Person who requested approve such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, arrangements (including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions pursuant to the terms of any over-allotment or "green shoe" option requested by the participating holders as are customary in agreements managing underwriter(s); provided that no holder of that type. In Registrable -------- Securities will be required to sell more than the case number of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities that such holder has requested the Issuer to be included include in such registration shall be subject to 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 agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that typearrangements. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company Issuer of the happening of any event of the kind described in Section 5.4(e4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e4(e). In the event that the Company Issuer shall give any such notice, the applicable time period mentioned in Section 5.4(b4(b) during which a registration statement Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph Section 7 to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e4(e).