Common use of Requirements of Stockholders Clause in Contracts

Requirements of Stockholders. (a) The Stockholder Representative is authorized to (i) give and receive notices for and on behalf of the Stockholders in connection with this Article IX, and (ii) deliver, as promptly as practicable after receipt from Parent, to the Stockholders the Selling Stockholder Questionnaires (as defined below) in the form provided by Parent to the Stockholder Representative, and collect completed and duly executed Selling Stockholder Questionnaires from the Stockholders. (b) Parent shall not be required to include any shares representing Initial Consideration held by a particular Stockholder in the Stockholder Registration Statement unless: (i) the Stockholder owning such Initial Consideration shall have delivered to the Stockholder Representative not later than the Closing Date, in writing such information regarding such Stockholder and the proposed sale of Initial Consideration by such Stockholder as Parent may reasonably request and as is customarily required in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities (“Selling Stockholder Questionnaire”). The Selling Stockholder Questionnaire shall include an agreement by the Stockholders to indemnify Parent and each of its directors and officers against, and hold Parent and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Stockholder furnished pursuant to this section; provided, however, that in no event shall such indemnification by any Stockholder exceed the net proceeds received by such Stockholder from the sale of Initial Consideration pursuant to the Stockholder Registration Statement (the “Net Proceeds”); and (ii) the Stockholder Representative shall have delivered to Parent all completed and executed Selling Stockholder Questionnaires by the Closing Date. To the extent that any Selling Stockholder Questionnaires are delivered to Parent after the Closing Date but prior to the time that the Stockholder Registration Statement is declared effective by the SEC (or becomes automatically effective upon filing), Parent shall use commercially reasonable efforts to include the Initial Consideration represented by such Selling Stockholder Questionnaires in the Stockholder Registration Statement. (c) Parent shall indemnify and hold harmless each Selling Stockholder against any damages to which each Selling Stockholder may become subject, under the Securities Act or otherwise, insofar as such damages arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Stockholder Registration Statement, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement made therein not misleading to the extent such alleged untrue statement or alleged omission was not made in the Stockholder Registration Statement in reliance upon and in conformity with written information furnished by any Selling Stockholder to Parent expressly for use therein.

Requirements of Stockholders. (a) The Stockholder Representative is authorized to (i) give and receive notices for and on behalf of the Stockholders in connection with this Article IX, and (ii) deliver, as promptly as practicable after receipt from Parent, to the Stockholders the Selling Stockholder Questionnaires (as defined below) in the form provided by Parent to the Stockholder Representative, and collect completed and duly executed Selling Stockholder Questionnaires from the Stockholders. (b) Parent Buyer shall not be required to include any shares representing Initial Consideration held by Purchase Price Shares in a particular Stockholder in the Stockholder Registration Statement registration statement filed pursuant to this Article V unless: (ia) the Stockholder owning such Initial Consideration shall have delivered shares furnishes to the Stockholder Representative not later than the Closing Date, Buyer in writing such information regarding such Stockholder and the proposed sale of Initial Consideration Purchase Price Shares by such Stockholder as Parent the Buyer may reasonably request and as is customarily required in connection with the Stockholder Registration Statement writing or as shall be required in connection therewith by the SEC or any state securities law authorities authorities; (“Selling b) such Stockholder Questionnaire”). The Selling Stockholder Questionnaire shall include an agreement by have provided to the Stockholders Buyer its written agreement: (i) to indemnify Parent the Buyer and each of its directors and officers against, and hold Parent the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Stockholder furnished pursuant to this section; provided, however, that in no event shall such indemnification by any Stockholder exceed the net proceeds received by such Stockholder from the sale of Initial Consideration pursuant to the Stockholder Registration Statement (the “Net Proceeds”)Section 5.5; and (ii) the Stockholder Representative shall have delivered to Parent all completed and executed Selling Stockholder Questionnaires by the Closing Date. To the extent that any Selling Stockholder Questionnaires are delivered to Parent after the Closing Date but prior report to the time that Buyer sales made pursuant to the Stockholder Registration Statement is declared effective by the SEC (or becomes automatically effective upon filing), Parent shall use commercially reasonable efforts to include the Initial Consideration represented by such Selling Stockholder Questionnaires in the Stockholder Registration Statement.registration statement; (c) Parent shall indemnify in the event of an underwritten offering pursuant to a registration statement filed pursuant to Section 5.1, such Stockholder agrees to execute and hold harmless deliver an underwriting agreement approved by the Buyer and the holders of at least a majority of the outstanding shares requested to be registered therein; (d) in the event of an underwritten offering pursuant to a registration statement filed pursuant to Section 5.2, such Stockholder agrees to execute and deliver a customary underwriting agreement approved by the Buyer and the managing underwriter for such offering; and (e) As a condition to including Purchase Price Shares in any registration statement filed pursuant to this Article V, the Buyer may require each Selling Stockholder against any damages to which each Selling Stockholder may become subjectagree in writing to engage Goldxxx, under the Securities Act or otherwiseXxchx & Xo., insofar to act as such damages arise out of Stockholder's broker, dealer or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained other intermediary in the Stockholder Registration Statement, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required connection with sales to be stated therein or necessary to make the statement made therein not misleading pursuant to the extent such alleged untrue statement or alleged omission was not made in registration statement. Notwithstanding the Stockholder Registration Statement in reliance upon and in conformity with written information furnished by foregoing, the Principal Stockholders shall be entitled to sell up to the following number of shares per calendar month through any Selling Stockholder to Parent expressly for use therein.broker of its choice: Clemxxx Xxx 5,000 Mark Xxxxxxxxxx 4,000 Petex Xxxk 1,500 Eric Xxxxxx 1,000 Todd Xxxxxxx 1,000

Requirements of Stockholders. (a) The Stockholder Representative is authorized to (i) give and receive notices for and on behalf of the Stockholders in connection with this Article ARTICLE IX, and (ii) deliver, as promptly as practicable after receipt from Parent, to the Stockholders the Selling Stockholder Questionnaires (as defined belowin Section 9.4(b)(i) in the form provided by Parent to the Stockholder Representative, and collect completed and duly executed Selling Stockholder Questionnaires from the Stockholders. (b) Parent shall not be required to include any shares representing Initial Closing Consideration held by a particular Stockholder in the Stockholder Registration Statement unless: (i) as long as the final form of Selling Stockholder Questionnaire has been delivered to each Stockholder at least five (5) Business Days before the Closing Date, the Stockholder owning such Initial Closing Consideration shall have delivered to the Stockholder Representative not later than the Closing Date, in writing such information regarding such Stockholder and the proposed sale of Initial Closing Consideration by such Stockholder as Parent may reasonably request and as is customarily required in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities (“Selling Stockholder Questionnaire”). The Selling Stockholder Questionnaire shall include an agreement by the Stockholders to indemnify Parent and each of its directors and officers against, and hold Parent and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Stockholder furnished pursuant to this section; , provided, however, that in no event shall such indemnification by any Stockholder exceed the net proceeds received by such Stockholder from the sale of Initial Closing Consideration pursuant to the Stockholder Registration Statement (the “Net Proceeds”); and (ii) the Stockholder Representative shall have delivered deliver to Parent all completed and executed Selling Stockholder Questionnaires by the Closing Dateas received. To the extent that any Selling Stockholder Questionnaires are delivered to Parent after the Closing Date but prior to the time that second Business Day before the date the Stockholder Registration Statement is declared effective by filed with the SEC (or becomes automatically effective upon filing)SEC, Parent shall use commercially reasonable efforts to include the Initial Closing Consideration represented by such Selling Stockholder Questionnaires in the Stockholder Registration Statement. (c) . To the extent any Selling Stockholder Questionnaires are delivered to Parent after such date, Parent shall indemnify and hold harmless each use reasonable best efforts to include the Closing Consideration represented by such Selling Stockholder against any damages to which each Selling Stockholder may become subject, under the Securities Act or otherwise, insofar as such damages arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Stockholder Registration Statement, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement made therein not misleading to the extent such alleged untrue statement or alleged omission was not made Questionnaires in the Stockholder Registration Statement (including by either amending the Stockholder Registration Statement or filing a supplement to the Stockholder Registration Statement; provided, however, that in reliance upon and any event Parent shall not be obligated to file more than one (1) amendment or supplement in conformity with written information furnished by any Selling Stockholder to Parent expressly for use therein30-day period).

Requirements of Stockholders. (a) The Stockholder Representative is authorized to (i) give and receive notices for and on behalf of the Accredited Stockholders in connection with this Article IX, ARTICLE VII and (ii) deliver, as promptly as practicable after receipt from Parent, to the Accredited Stockholders the Selling Stockholder Questionnaires (as defined belowin Section 7.4(c)(i) hereof) in the form provided by Parent to the Stockholder Representative, and collect completed and duly executed Selling Stockholder Questionnaires from the Accredited Stockholders. (b) Parent shall not be required to include register any shares representing Initial Equity Consideration held by a particular Accredited Stockholder after Parent has filed two registration statements on Form S-3 (or other appropriate form if Form S-3 is not available) or prospectus supplements to an effective registration statement of Parent pursuant to Rule 424(b) under the Securities Act covering the resale of shares representing the Equity Consideration. The timing of the filing of the second of the two registration statements on Form S-3 (or other appropriate form if Form S-3 is not available) or prospectus supplements under the Securities Act shall be at the reasonable direction of the Stockholder Representative. (c) Parent shall not be required to include any shares representing Equity Consideration held by a particular Accredited Stockholder in the Stockholder Registration Statement unless: (i) the The Accredited Stockholder owning such Initial Equity Consideration shall have delivered to the Stockholder Representative not later than the Closing DateRepresentative, in writing such information regarding such Stockholder and the proposed sale of Initial Equity Consideration by such Stockholder as Parent may reasonably request and as is customarily required in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities (“Selling Stockholder Questionnaire”). The Selling Stockholder Questionnaire shall include an agreement by the Accredited Stockholders to the registration procedures set forth in this ARTICLE VII. The Selling Stockholder Questionnaire shall also include an agreement by the Accredited Stockholders to indemnify Parent and each of its directors and officers against, and hold Parent and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Stockholder furnished pursuant to this section; , provided, however, that in no event shall such indemnification by any such Stockholder exceed the net proceeds received by such Stockholder from the sale of Initial Equity Consideration pursuant to the Stockholder Registration Statement (the “Net Proceeds”); and (ii) the The Stockholder Representative shall have delivered deliver to Parent all completed and executed Selling Stockholder Questionnaires by the Closing Date. To the extent that any Selling Stockholder Questionnaires are delivered to Parent after the Closing Date but prior to the time that the Stockholder Registration Statement is declared effective by the SEC (or becomes automatically effective upon filing), Parent shall use commercially reasonable efforts to include the Initial Consideration represented by such Selling Stockholder Questionnaires in the Stockholder Registration Statementas received. (c) Parent shall indemnify and hold harmless each Selling Stockholder against any damages to which each Selling Stockholder may become subject, under the Securities Act or otherwise, insofar as such damages arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Stockholder Registration Statement, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement made therein not misleading to the extent such alleged untrue statement or alleged omission was not made in the Stockholder Registration Statement in reliance upon and in conformity with written information furnished by any Selling Stockholder to Parent expressly for use therein.

Requirements of Stockholders. (a) The Stockholder Representative is authorized to (i) give and receive notices for and on behalf of the Stockholders in connection with this Article IXARTICLE VIII, and (ii) deliver, as promptly as practicable after receipt from Parent, to the Stockholders the Selling Stockholder Questionnaires (as defined below) in the form provided by Parent to the Stockholder Representative, and collect completed and duly executed Selling Stockholder Questionnaires from the Stockholders. (b) Parent shall not be required to include any shares representing Initial Stockholder Equity Consideration held by a particular Stockholder in the Stockholder Registration Statement unless: (i) the Stockholder owning such Initial Stockholder Equity Consideration shall have delivered to the Stockholder Representative not later than the Closing Date, in writing such information regarding such Stockholder and the proposed sale of Initial Stockholder Equity Consideration by such Stockholder as Parent may reasonably request and as is customarily required in connection with the Stockholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities (“Selling Stockholder Questionnaire”). The Selling Stockholder Questionnaire shall include an agreement by the Stockholders to indemnify Parent and each of its directors and officers against, and hold Parent and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Stockholder furnished pursuant to this section; , provided, however, that in no event shall such indemnification by any Stockholder exceed the net proceeds received by such Stockholder from the sale of Initial the Stockholder Equity Consideration pursuant to the Stockholder Registration Statement (the “Net Proceeds”)Statement; and (ii) the Stockholder Representative shall have delivered to Parent all completed and executed Selling Stockholder Questionnaires by the Closing Date. To the extent that any Selling Stockholder Questionnaires are delivered to Parent after the Closing Date but prior to the time that the Stockholder Registration Statement is declared effective by the SEC (or becomes automatically effective upon filing), Parent shall use commercially reasonable efforts to include the Initial Stockholder Equity Consideration represented by such Selling Stockholder Questionnaires in the Stockholder Registration Statement. (c) Parent shall indemnify and hold harmless each Selling Stockholder against any damages to which each Selling Stockholder may become subject, under the Securities Act or otherwise, insofar as such damages arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Stockholder Registration Statement, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement made therein not misleading to the extent such alleged untrue statement or alleged omission was not made in the Stockholder Registration Statement in reliance upon and in conformity with written information furnished by any Selling Stockholder to Parent expressly for use therein.

Requirements of Stockholders. (a) The Stockholder Representative is authorized to (i) give and receive notices for and on behalf of the Stockholders in connection with this Article IX, and (ii) deliver, as promptly as practicable after receipt from Parent, to the Stockholders the Selling Stockholder Questionnaires (as defined below) in the form provided by Parent to the Stockholder Representative, and collect completed and duly executed Selling Stockholder Questionnaires from the Stockholders. (b) Parent Buyer shall not be required to include any shares representing Initial Consideration held by Purchase Price Shares in a particular Stockholder in the Stockholder Registration Statement registration statement filed pursuant to this Article V unless: (i) the Stockholder owning such Initial Consideration shall have delivered shares furnishes to the Stockholder Representative not later than the Closing Date, Buyer in writing such information regarding such Stockholder and the proposed sale of Initial Consideration Purchase Price Shares by such Stockholder as Parent the Buyer may reasonably request and as is customarily required in connection with the Stockholder Registration Statement writing or as shall be required in connection therewith by the SEC or any state securities law authorities authorities; and (“Selling ii) such Stockholder Questionnaire”). The Selling Stockholder Questionnaire shall include an agreement by have provided to the Stockholders Buyer its written agreement: (1) to indemnify Parent the Buyer and each of its directors and officers against, and hold Parent the Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent the Buyer or such directors and officers may become subject by reason of any statement or omission in the Stockholder Registration Statement made in reliance upon, or and in conformity with, a written statement by such Stockholder previously furnished to the Buyer by the Stockholder pursuant to this sectionSection 5.4; provided, however, PROVIDED that in no event shall such indemnification by any Stockholder indemnity under this Section 5.4 exceed the net gross proceeds from the offering received by such Stockholder from the sale of Initial Consideration pursuant to the Stockholder Registration Statement (the “Net Proceeds”)selling Stockholder; and (ii2) to report to the Buyer sales made pursuant to the registration statement. (b) In the event of an underwritten offering pursuant to a registration statement filed pursuant to Section 5.1, each Stockholder Representative shall have delivered who wishes to Parent all completed include Shares therein agrees to execute and executed Selling Stockholder Questionnaires deliver an underwriting agreement approved by the Closing Date. To Buyer, the extent that holders of at least a majority of the Purchase Price Shares requested to be registered therein and the holders of at least a majority of any Selling Stockholder Questionnaires are delivered to Parent after the Closing Date but prior to the time that the Stockholder Registration Statement is declared effective by the SEC (or becomes automatically effective upon filing), Parent shall use commercially reasonable efforts to include the Initial Consideration represented by such Selling Stockholder Questionnaires in the Stockholder Registration Statementother shares of Buyer Common Stock being registered therein. (c) Parent shall indemnify and hold harmless As a condition to including Purchase Price Shares in any registration statement filed pursuant to this Article V, the Buyer may require each Selling Stockholder against any damages to which each Selling Stockholder may become subjectagree in writing to engage Goldxxx, under the Securities Act or otherwise, insofar Xxchx & Xo. to act as such damages arise out of Stockholder's broker, dealer or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained other intermediary in the Stockholder Registration Statement, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required connection with sales to be stated therein or necessary to make the statement made therein not misleading pursuant to the extent such alleged untrue statement or alleged omission was not made in registration statement. Notwithstanding the foregoing, each Stockholder Registration Statement in reliance upon and in conformity with written information furnished by shall be entitled to sell up to 10,000 shares per calendar month through any Selling Stockholder to Parent expressly for use thereinbroker of its choice.