Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees.

Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 3.1(c) 2.4 and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3, subject to Section 3.1(b) 3.3 and the Company Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker Registration, which managing Underwriter or bankers and managers Underwriters shall be reasonably satisfactory subject to the Company). The majority-in-interest approval of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to approval shall not be sold and the underwriting commissions, discounts and feesunreasonably withheld.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) Section 2.2.3 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) 2.2.2 and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees.

Underwritten Offering. Subject If a registration pursuant to this Section 3 involves an underwritten offering and the provisions of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise managing underwriter advises the Company as part in writing that, in its opinion, the number of their Demand Registration that securities which the offering Company and the holders of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) and any other persons intend to include its Registrable Securities in such Registration shall registration exceeds the largest number of securities that can be conditioned upon such Holder’s participation sold in such Underwritten Offering and the inclusion of offering without having an adverse effect on such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration offering (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which such securities can be sold), then the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: first, all of the securities the Company proposes to sell for its own account, if any; provided that the registration of such securities was initiated by the Company with respect to securities intended to be registered for sale for its own account; and second, such number of Registrable Securities are requested to be included in such registration by the Holders which, in the opinion of such managing underwriter can be sold and without having the underwriting commissionsadverse effect described above, discounts and feeswhich number of Registrable Securities shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. In such event, then the right of such Demanding Holder or Requesting Holder (if any) any holder to include its Registrable Securities in such Registration registration shall be conditioned upon such Holderholder’s participation in such Underwritten Offering and the inclusion of such Holderholder’s Registrable Securities in such Underwritten Offering to the extent provided herein. The holders of a majority of the class of Registrable Securities included in such Underwritten Offering shall, in consultation with the Company, have the right to select the managing Underwriter or Underwriters for the offering, subject to the right of the Company should it so choose to select one co-managing Underwriter reasonably acceptable to such holders. All such Demanding Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(b) and the Company such underwriting shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation consistent with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesSection 3.2.1.

Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 3.1(c) 2.4, 2.6 and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3, subject to Section 3.1(b) 3.3 and the Company Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers Registration(which Underwriter(s) shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration ) which underwriting agreement shall have the rightcontain such representations, after consultation with the Companycovenants, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold indemnities and the underwriting commissions, discounts other rights and feesobligations customary in secondary Underwritten Offerings.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker Registration. Such Underwritten Offering shall provide for sales by the Holders or bankers registered sales or short sales covered by borrowed clean shares or Registrable Shares by banks, broker-dealers, swap dealers and managers shall be reasonably satisfactory similar financial intermediaries in relation to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the rightRegistrable Securities, after consultation with the Companyin their own name or for Holder, to determine and the plan of distribution, including distribution in the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesregistration statement shall reflect all such alternatives.

Underwritten Offering. Subject If a requested registration under this Section 3 involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the provisions number of Sections 3.1(csecurities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such securities in the registration statement, (ii) second, securities held by any other Persons (other than the Holders) having contractual, incidental “piggyback” rights to include such securities in the registration statement and 3.4 hereof(iii) third, if Registrable Securities sought to be included in such registration. If there is a reduction of the number of Registrable Securities pursuant to clause (iii), such reduction shall be made on a pro rata basis (based upon the respective holdings of Registrable Securities held by such Holders). With respect to a request for registration pursuant to Section 3(a) or (b) which is for an underwritten public offering, the managing underwriter shall be chosen by a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to requesting such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering registration subject to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest approval of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to approval will not be sold and the underwriting commissions, discounts and fees.unreasonably

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4, subsection 2.1.6 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so elect and such Demanding Holders advise the Company as part of their its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such each Demanding Holder or and Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein; provided that such Demanding Holder(s) (a) reasonably expect aggregate gross proceeds in excess of the Minimum Demand Threshold from such Underwritten Offerings (it being understood that the Company shall not be required to conduct more than two Underwritten Offerings where the expected aggregate proceeds are below $25,000,000 but in excess of the Minimum Demand Threshold in any 12-month period) or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $5,000,000 in aggregate gross proceeds. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesRegistration.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. In such event, then the right of such Demanding Holder or Requesting Holder (if any) any holder to include its Registrable Securities in such Registration registration shall be conditioned upon such Holderholder’s participation in such Underwritten Offering and the inclusion of such Holderholder’s Registrable Securities in such the Underwritten Offering to the extent provided herein. The holders of a majority of the class of Registrable Securities included in such Underwritten Offering shall, in consultation with the Company, have the right to select the managing Underwriter or Underwriters for the offering, subject to the right of the Company should it so choose to select one co-managing Underwriter reasonably acceptable to such holders. All such Demanding Holders proposing to distribute their Registrable Securities securities through an such Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering underwriting by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation consistent with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesSection 3.2.1.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration Registration. The notice periods set forth in this subsection 2.21 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3. Notwithstanding the foregoing, Xxxxxx and Odeon may not exercise their “piggyback” registration rights after seven (provided that such investment banker or bankers and managers shall be reasonably satisfactory to 7) years from the effective date of the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees’s initial public offering.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsections 2.1.4, 2.1.6 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so elect and such Demanding Holders advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein; provided that such Demanding Holder(s) (a) reasonably expect aggregate gross proceeds in excess of the Minimum Demand Threshold from such Underwritten Offerings (it being understood that the Company shall not be required to conduct more than three Underwritten Offerings where the expected aggregate proceeds are below $25,000,000 but in excess of the Minimum Demand Threshold in any 12-month period) or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Offering but in no event less than $5,000,000 in aggregate gross proceeds. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesRegistration.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) Section 2.2.3 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such HolderXxxxxx’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) 2.2.2 and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration Registration. The notice periods set forth in this subsection 2.21 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3. Notwithstanding the foregoing, Cantor may not exercise its “piggyback” registration rights after seven (provided that such investment banker or bankers and managers shall be reasonably satisfactory to 7) years from the effective date of the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees’s initial public offering.

Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 3.1(c) 2.4 and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such HolderHxxxxx’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3, subject to Section 3.1(b) 3.3 and the Company Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker Registration, which managing Underwriter or bankers and managers Underwriters shall be reasonably satisfactory subject to the Company). The majority-in-interest approval of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to approval shall not be sold and the underwriting commissions, discounts and feesunreasonably withheld.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holder or Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or any Demand Requesting Holder (if any) to include its their Registrable Securities in such Registration shall be conditioned upon any such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of Company, which Underwriter(s) shall be reasonably acceptable to the Demanding Holders initiating the Demand Registration (Registration; provided that such investment banker underwriting agreement shall not require the Company or bankers and managers shall any of its directors, officers and/or stockholders to be reasonably satisfactory to locked up for any period of time following the Company). The majority-in-interest date of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesagreement.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of the The Demanding Holders so advise the Company as part of their Demand Registration that the offering holding a majority of the Registrable Securities included in a Demand Registration or Underwritten Shelf Takedown, or in the case of a Registration pursuant to a Charterhouse Demand Right, the Charterhouse Holders solely, may advise the Company that such Demand Registration or Underwritten Shelf Takedown shall be in the form of an Underwritten Offering, then Offering and shall have the right to select the Underwriters for such offering (which shall consist of such Demanding Holder one or Requesting Holder (if anymore reputable nationally recognized investment banks) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering subject to the extent provided hereinCompany’s prior approval, which shall not be unreasonably withheld, conditioned or delayed. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and 2.4 shall sell such Registrable Securities pursuant to the Company shall enter into terms of an underwriting agreement in customary form with the Underwriter(s) Underwriters selected for such Underwritten Offering by the majority-in-interest and execute such documents and certificates and cooperate with requirements of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall underwriting agreement as may be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distributionrequested in connection therewith, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesproviding any legal opinions customarily provided by selling stockholders in an Underwritten Offering.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration Registration. The notice periods set forth in this subsection 2.21 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3. Notwithstanding the foregoing, BTIG may not exercise its “piggyback” registration rights after seven (provided that such investment banker or bankers and managers shall be reasonably satisfactory to 7) years from the effective date of the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees’s initial public offering.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4, subsection 2.2.2 and 3.4 hereofSection 3.5, if (i) the Holders of a majority-in-interest majority of the Demanding Holders Registrable Securities participating in a Demand Registration or a Shelf Registration or a Shelf Offering (including a Block Trade) so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand shall be in the form of an Underwritten Offering or (ii) the Company advises the Holders of Registrable Securities that a Piggyback Registration shall be in the form of an Underwritten Offering, then the right of such Demanding any Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form comply with the requirements under Section 3.3. The Underwriter(s) selected for such an Underwritten Offering subject to Section 2.1.4 and Section 2.3.6 shall be selected by the majority-in-interest Holders of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest a majority of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and participating in the underwriting commissionsDemand Registration, discounts and feesthe Shelf Registration, the Shelf Offering or Block Trade, as applicable.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. In such event, then the right of such Demanding Holder or Requesting Holder (if any) any holder to include its Registrable Securities in such Registration registration shall be conditioned upon such Holderholder’s participation in such Underwritten Offering and the inclusion of such Holderholder’s Registrable Securities in such the Underwritten Offering to the extent provided herein. The holders of a majority of the Registrable Securities included in such Underwritten Offering shall, in consultation with the Company, have the right to select the managing Underwriter or Underwriters for the offering, subject to the right of the Company should it so choose to select one co-managing Underwriter reasonably acceptable to such holders. All such Demanding Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(b) and the Company such underwriting shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering underwriting by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation consistent with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesSection 3.2.1.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of If the Demanding Holders intend to distribute all or a portion of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their Demand Registration that request made pursuant to Section 2(a)(i), and the offering Company shall include such information in the notice to other Holders. The underwriter(s) will be selected by the Demanding Holders, subject only to the reasonable approval of the Registrable Securities pursuant to Company. In such Demand Registration shall be in the form of an Underwritten Offeringevent, then the right of such Demanding any Holder or Requesting Holder (if any) to include its such Registrable Securities or Permissible Piggyback Shares in such Registration registration shall be conditioned upon the participation of such Holder’s participation Holder in such Underwritten Offering underwriting and the inclusion of such Holder’s Registrable Securities or Permissible Piggyback Shares in such Underwritten Offering the underwriting to the extent provided herein. All such Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(bsuch underwriting shall (together with the Company) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by underwriting. Notwithstanding any other provision of this Section 2(a)(iii), if the majority-in-interest of managing underwriter(s) advise(s) the Demanding Holders initiating that marketing factors require a limitation on the Demand Registration (provided that such investment banker or bankers and managers shall number of shares to be reasonably satisfactory to the Company). The majority-in-interest of underwritten, then the Demanding Holders initiating shall so advise all Holders that otherwise would be underwritten pursuant hereto, and the Demand Registration number of Registrable Securities and Permissible Piggyback Shares that may be included in the underwriting shall have the right, after consultation be allocated in accordance with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesallocation set forth in Section 2(a)(iv).

Underwritten Offering. Subject to the provisions of Sections 3.1(c(i) and 3.4 hereof, if a majority-in-interest of If the Demanding Holders intend to distribute the Registrable Securities covered by their Demand Notice by means of an underwriting, they shall so advise the Company as a part of their Demand Registration that Notice. In connection with such underwritten offering, the offering Demanding Holders shall have the right to select the managing underwriter or underwriters, subject to the reasonable approval of the Registrable Securities pursuant to Company. In connection with such Demand Registration shall be in underwritten offering, the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker underwriter or bankers and managers shall be reasonably satisfactory underwriters, subject to the Company). The majority-in-interest 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 Demanding Holders initiating Holders. (ii) Notwithstanding any other provision of this Section 2.01, if the Demand Registration shall have underwriter advises the rightCompany that in the opinion of such underwriter, after consultation with the Company, to determine the plan distribution of distribution, including the price at which all of the Registrable Securities are requested to be sold registered would materially and adversely affect the underwriting commissionsdistribution of all of the securities to be underwritten, discounts then (A) the Company shall deliver to such Demanding Holders a copy of such underwriter’s opinion, which opinion shall be in writing and fees.shall state the reasons for such opinion and (B) the number of equity Securities (including the Registrable Securities) that may be included in such registration shall be allocated in the order listed below:

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of all of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory Registration. Notwithstanding anything in this Agreement to the Company). The majority-in-interest of contrary, the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holders initiating with a total offering price reasonably expected to exceed, in the Demand Registration shall have aggregate, $20 million (the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees“Minimum Underwriting Threshold”).

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4, Section 2.4 and 3.4 Article V hereof, and at any time and from time to time on or after the date the Company consummates the Business Combination, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majorityexecute a customary lock-in-interest up agreement in favor of the Demanding Underwriters (in each case on substantially the same terms and conditions as all such Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesparticipating in such Underwritten Offering).

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of If the Demanding Holders intend to distribute all or a portion of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their Demand Registration that the offering of the Registrable Securities request made pursuant to Section 2(a)(i), and the Company shall include such Demand Registration shall be information in the form of an Underwritten Offeringnotice to other Holders. The underwriter(s) will be selected by the Company, then subject to the Demanding Holders’ consent (which shall not be unreasonably withheld, conditioned or delayed). In such event, the right of such Demanding any Holder or Requesting Holder (if any) to include its such Registrable Securities in such Registration registration shall be conditioned upon the participation of such Holder’s participation Holder in such Underwritten Offering underwriting and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering the underwriting to the extent provided herein. All such Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(bsuch underwriting shall (together with the Company) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by underwriting. Notwithstanding any other provision of this Section 2(a)(iii), if the majority-in-interest of managing underwriter(s) advise(s) the Demanding Holders initiating that marketing factors require a limitation on the Demand Registration (provided that such investment banker or bankers and managers shall number of shares to be reasonably satisfactory to the Company). The majority-in-interest of underwritten, then the Demanding Holders initiating shall so advise all Holders that otherwise would be underwritten pursuant hereto, and the Demand Registration number of Registrable Securities that may be included in the underwriting shall have the right, after consultation be allocated in accordance with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesallocation set forth in Section 2(a)(iv).

Underwritten Offering. Subject If a registration pursuant to this Section ‎3 involves an underwritten offering and the provisions managing underwriter advises Pubco in writing that, in its opinion, the number of Sections 3.1(c) securities which Pubco and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering holders of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) Shares and any other Persons intend to include its Registrable Securities in such Registration shall registration exceeds the largest number of securities that can be conditioned upon such Holder’s participation sold in such Underwritten Offering and the inclusion of offering without having an adverse effect on such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration offering (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which such securities can be sold), then the Registrable Securities are number of such securities to be included in such registration shall be reduced to such extent, and Pubco will include in such registration such maximum number of securities as follows: (i) first, all of the securities Pubco proposes to sell for its own account, if any; provided that the registration of such securities was initiated by Pubco with respect to securities intended to be registered for sale for its own account; (ii) second, such number of Registrable Shares requested to be included in such registration by the Holders which, in the opinion of such managing underwriter can be sold without having the adverse effect described above, which number of Registrable Shares shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (iii) third, the underwriting commissions, discounts and feessecurities any other selling stockholders propose to sell in such registration.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsections 2.1.4 and 3.4 2.3.1 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, if a majority-in-majority in interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Holders and Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-majority in interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majorityexecute a customary lock-in-interest up agreement in favor of the Demanding Underwriters (in each case on substantially the same terms and conditions as all such Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesparticipating in such Underwritten Offering).

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if 3.4.1 If a majority-in-interest of the Demanding Shelf Takedown Triggering Holders or Demand Registration Triggering Holders so elect, and such holders so advise the Company as part of their written demand for a Shelf Takedown or a Demand Registration that Registration, respectively, the offering of the Registrable Securities pursuant to such Demand Registration thereto shall be in the form of an Underwritten Offeringunderwritten offering. The managing Underwriter(s) to be used in connection with any such underwritten offering shall be selected by a majority-in-interest of the Shelf Takedown Triggering Holders or Demand Registration Triggering Holders, then as applicable, subject to the prior written consent of the Company, such consent not to be unreasonably withheld or delayed. A majority-in-interest of the Shelf Takedown Triggering Holders or Demand Registration Triggering Holders, as applicable, shall also have the right to determine the plan of such Demanding Holder or Requesting Holder (if any) to include its distribution and select counsel for the holders of Registrable Securities participating in the offering. 3.4.2 If requested by the managing Underwriter(s) for any Shelf Takedown or Demand Registration that is to be an underwritten offering, the Company shall enter into a customary underwriting agreement with the Underwriter(s) for such Registration shall be conditioned upon offering containing such Holder’s participation representations and warranties by the Company and such other terms as are customary in such Underwritten Offering and agreements of that type, including, without limitation, customary indemnification obligations of the inclusion Company. 3.4.3 All holders of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing who propose to distribute their Registrable Securities through such an Underwritten Offering under this Section 3.1(b) and the Company underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) Section 2.1.5 and 3.4 Section 2.1.6 hereof, if a majority-in-interest of the Demanding Holders so advise the Company Corporation as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall Registration, which Underwriter(s) must be reasonably satisfactory to the Company)Corporation. The majority-in-interest of If the Demanding Holders initiating are not able to obtain the commitment of an Underwriter to firmly underwrite the Underwritten Offering pursuant to this Section 2.1.2, such Demanding Holders shall withdraw the Demand Registration shall have the right, after consultation in accordance with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesSection 2.1.6 or convert such Demand Registration into a Demand Registration not involving an Underwriter in accordance with Section 2.1.1.

Underwritten Offering. Subject If a registration pursuant to this Section 3 involves an underwritten offering and the provisions managing underwriter advises Pubco in writing that, in its opinion, the number of Sections 3.1(c) securities which Pubco and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering holders of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) Shares and any other Persons intend to include its Registrable Securities in such Registration shall registration exceeds the largest number of securities that can be conditioned upon such Holder’s participation sold in such Underwritten Offering and the inclusion of offering without having an adverse effect on such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration offering (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which such securities can be sold), then the Registrable Securities are number of such securities to be included in such registration shall be reduced to such extent, and Pubco will include in such registration such maximum number of securities as follows: (i) first, all of the securities Pubco proposes to sell for its own account, if any; provided that the registration of such securities was initiated by Pubco with respect to securities intended to be registered for sale for its own account; (ii) second, such number of Registrable Shares requested to be included in such registration by the Holders which, in the opinion of such managing underwriter can be sold without having the adverse effect described above, which number of Registrable Shares shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (iii) third, the underwriting commissions, discounts and feessecurities any other selling stockholders propose to sell in such registration.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of If the Demanding Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their Demand Registration that request made pursuant to Section 2(a)(i), and the offering Company shall include such information in the notice to other Holders. The underwriter(s) will be selected by the Demanding Holders, subject only to the reasonable approval of the Registrable Securities pursuant to Company. In such Demand Registration shall be in the form of an Underwritten Offeringevent, then the right of such Demanding any Holder or Requesting Holder (if any) to include its such Registrable Securities or Permissible Piggyback Shares in such Registration registration shall be conditioned upon the participation of such Holder’s participation Holder in such Underwritten Offering underwriting and the inclusion of such Holder’s Registrable Securities or Permissible Piggyback Shares in such Underwritten Offering the underwriting to the extent provided herein. All such Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(bsuch underwriting shall (together with the Company) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by underwriting. Notwithstanding any other provision of this Section 2(a)(iii), if the majority-in-interest of managing underwriter(s) advise(s) the Demanding Holders initiating that marketing factors require a limitation on the Demand Registration (provided that such investment banker or bankers and managers shall number of shares to be reasonably satisfactory to the Company). The majority-in-interest of underwritten, then the Demanding Holders initiating shall so advise all Holders that otherwise would be underwritten pursuant hereto, and the Demand Registration number of Registrable Securities and Permissible Piggyback Shares that may be included in the underwriting shall have the right, after consultation be allocated in accordance with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesallocation set forth in Section 2(a)(iv).

Underwritten Offering. Subject to If a requested registration involves an underwritten public offering and the provisions managing underwriter of Sections 3.1(c) and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration such offering determines in good faith that the offering number of the Registrable Securities pursuant securities sought to such Demand Registration shall be in the form of an Underwritten Offeringoffered should be limited due to market conditions, then the right number of such Demanding Holder or Requesting Holder (if any) securities to include its Registrable Securities be included in such Registration registration and such underwritten public offering shall be conditioned upon reduced to a number deemed satisfactory by such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (managing underwriter, provided that such investment banker or bankers and managers the shares to be excluded shall be reasonably satisfactory to determined in the Company). The majority-in-interest following sequence: (i) first, securities held by any officers or directors of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine (ii) second, securities held by Persons other than the plan of distributionInvestors, including the price at which the and (iii) third, Registrable Securities are sought to be sold included by the Investors as determined on a pro rata basis (based on the respective holdings of securities by all such Investors). With respect to a request for registration pursuant to Section 3(a) or (b) which is for an underwritten public offering, the managing underwriter shall be chosen by the Company and shall be subject to approval by the Board of Directors of the Company. If the managing underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting commissions, discounts and feeswill not thereby be limited.

Underwritten Offering. Subject to the provisions of Sections 3.1(cSection 2.03(b) and 3.4 hereofSection 3.05, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) 2.02(c), subject to Section 3.04 and the Company Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker Registration, which managing Underwriter or bankers and managers Underwriters shall be reasonably satisfactory subject to the Company). The majority-in-interest approval of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to approval shall not be sold and the underwriting commissions, discounts and feesunreasonably withheld.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 hereofSection 2.4, if a majority-in-interest of the Demanding Holders so advise Holder advises the Company as part of their its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or any Demand Requesting Holder (if anyHolder(s) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such HolderXxxxxx’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected by the Demand Requesting Holder(s) for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory Offering, subject to the Company)’s prior approval which shall not be unreasonably withheld, conditioned or delayed, and all such Holders agree to complete and execute all questionnaires, powers of attorney, indemnities and other documents customarily and reasonably required under the terms of such underwriting arrangements. The majority-in-interest Company agrees to, in connection with any such Underwritten Offering, execute all documents customarily and reasonably required under the terms of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the such underwriting commissions, discounts and feesarrangements.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided and noting that no holder of Registrable Securities included in such Underwritten Offering shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such investment banker or bankers and managers shall be reasonably satisfactory to the CompanyHolder has furnished in writing expressly for inclusion in such Registration Statement). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees.

Underwritten Offering. Subject to If the provisions of Sections 3.1(c) Initiating Holder so elects and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise advises the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offeringunderwritten offering. The Controlling Holders (if they are Demanding Holders) or the Initiating Holder (if the Controlling Holders are not Demanding Holders), then shall, subject to the consent of the Company’s Board of Directors (such consent not to be unreasonably withheld, conditioned or delayed), select any managing underwriter(s), which shall be nationally recognized, in connection with such Demand Registration. In such event, the right of such Demanding Holder or Requesting Holder (if any) any holder to include its Registrable Securities in such Registration registration shall be conditioned upon such Holderholder’s participation in such Underwritten Offering underwriting and the inclusion of such Holderholder’s Registrable Securities in such Underwritten Offering the underwriting to the extent provided herein. All such Demanding Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company such underwriting shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering underwriting by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesRegistration.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if If a majority-in-interest of the Demanding Holders who initiate a Demand Registration so elect and such holders so advise the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering (which, for the avoidance of doubt, may be an underwritten Block Trade) (an “Underwritten OfferingOffering”); provided that the Company shall only be obligated to effect an Underwritten Offering if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holders, then either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million. In such event, the right of such Demanding Holder or Requesting Holder (if any) any holder to include its Registrable Securities in such Registration shall be conditioned upon such Holderholder’s participation in such Underwritten Offering and the inclusion of such Holderholder’s Registrable Securities in such the Underwritten Offering to the extent provided herein. All such Demanding Holders proposing to distribute their Registrable Securities securities through an such Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in reasonable and customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesRegistration.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holder or Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or any Demand Requesting Holder (if any) to include its their Registrable Securities in such Registration shall be conditioned upon any such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of Company, which Underwriter(s) shall be reasonably acceptable to the Demanding Holders initiating the Demand Registration (Registration; provided that such investment banker underwriting agreement shall not require the Company or bankers and managers shall any of its directors, officers and./or stockholders to be reasonably satisfactory to locked up for any period of time following the Company). The majority-in-interest date of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesagreement.

Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 3.1(c) 2.4 and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such HolderXxxxxx’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3, subject to Section 3.1(b) 3.3 and the Company Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker Registration, which managing Underwriter or bankers and managers Underwriters shall be reasonably satisfactory subject to the Company). The majority-in-interest approval of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to approval shall not be sold and the underwriting commissions, discounts and feesunreasonably withheld.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or and Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein; provided that the Company shall not be under any obligation pursuant to this subsection 2.1.3, unless such Demanding Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $25,000,000 from such Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Demanding Holder(s) in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesRegistration.

Underwritten Offering. Subject If any Initiating Holder intends to distribute the provisions Registrable Securities covered by its request by means of Sections 3.1(c) and 3.4 hereofan underwritten offering, if a majority-in-interest of the Demanding Holders then it shall so advise the Company as a part of their Demand Registration that the offering of the Registrable Securities its request made pursuant to this Section 1.2 and the Company shall include such Demand Registration shall be information in the form of an Underwritten OfferingRequest Notice. In such event, then the right of such Demanding any Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration registration shall be conditioned upon such Holder’s participation in such Underwritten Offering underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Underwritten Offering Holder) to the extent provided herein. All such Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(b) and the Company such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter(s) managing underwriter or underwriters selected for such Underwritten Offering underwriting by the majority-in-interest Holders of a majority of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers Registrable Securities being registered and managers shall be reasonably satisfactory acceptable to the Company). The majority-in-interest Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the Demanding number of securities to be underwritten, then the Company shall so advise all Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to which would otherwise be sold registered and underwritten pursuant hereto, and the underwriting commissions, discounts number of Registrable Securities that may be included in the underwritten offering shall be reduced as required by the underwriter(s) and fees.allocated among the Holders on a pro rata basis according to the number of Registrable

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. In such event, then the right of such Demanding Holder or Requesting Holder (if any) any holder to include its Registrable Securities in such Demand Registration shall be conditioned upon such Holderholder’s participation in such Underwritten Offering and the inclusion of such Holderholder’s Registrable Securities in such the Underwritten Offering to the extent provided herein. The holders of a majority of the class of Registrable Securities included in such Underwritten Offering shall, in consultation with the Company, have the right to select the managing Underwriter or Underwriters for the offering, subject to the right of the Company should it so choose to select one co-managing Underwriter reasonably acceptable to such holders. All such Demanding Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(b) and the Company such underwriting shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering underwriting by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation consistent with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesSection 3.2.1.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if If a majority-in-interest of the Demanding Holders who initiate a Demand Registration so elect and such holders so advise the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering (which, for the avoidance of doubt, may be an underwritten Block Trade) (an “Underwritten Offering”); provided that the Company shall only be obligated to effect an Underwritten Offering if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holders, then either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million. In such event, the right of such Demanding Holder or Requesting Holder (if any) any holder to include its Registrable Securities in such Registration shall be conditioned upon such Holderholder’s participation in such Underwritten Offering and the inclusion of such Holderholder’s Registrable Securities in such the Underwritten Offering to the extent provided herein. All such Demanding Holders proposing to distribute their Registrable Securities securities through an such Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in reasonable and customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the a majority-in-interest of the Demanding Holders holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesRegistration.

Underwritten Offering. Subject to the provisions of Sections 3.1(c(i) and 3.4 hereof, if a majority-in-interest of If the Demanding Holders intend to distribute the Registrable Securities covered by their Demand Notice by means of an underwriting, they shall so advise the Company as a part of their Demand Registration that Notice. In connection with such underwritten offering, the offering Demanding Holders shall have the right to select the managing underwriter or underwriters, subject to the reasonable approval of the Registrable Securities pursuant to Company, which shall not be unreasonably withheld. In connection with such Demand Registration shall be in underwritten offering, the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker underwriter or bankers and managers shall be reasonably satisfactory underwriters, subject to the Company). The majority-in-interest 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 Demanding Holders initiating Holders. (ii) Notwithstanding any other provision of this Section 2.01, if the Demand Registration shall have underwriter advises the rightCompany that in the opinion of such underwriter, after consultation with the Company, to determine the plan distribution of distribution, including the price at which all of the Registrable Securities are requested to be sold registered would materially and adversely affect the underwriting commissionsdistribution of all of the securities to be underwritten, discounts then (A) the Company shall deliver to such Demanding Holders a copy of such underwriter's opinion, which opinion shall be in writing and fees.shall state the reasons for such opinion and (B) the number of equity Securities (including the Registrable Securities) that may be included in such registration shall be allocated in the order listed below:

Underwritten Offering. Subject to the provisions of Sections 3.1(c) and 3.4 hereof, if If a majority-in-interest of the Demanding Requesting Holders so elect and such Holders so advise the Company as part of their written demand for a Demand Registration that Registration, the offering of the such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. In such event, then the right of such Demanding any Holder or Requesting Holder (if any) to include its Registrable Securities in such Demand Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such the Underwritten Offering to the extent provided herein. The Holders of a majority of the class of Registrable Securities included in such Underwritten Offering shall, in consultation with the Company, have the right to select the managing Underwriter or Underwriters for the offering, subject to the right of the Company should it so choose to select one co-managing Underwriter reasonably acceptable to such Holders. All such Requesting Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this Section 3.1(b) and the Company such underwriting shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriter or underwriters selected for such Underwritten Offering underwriting by the a majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation consistent with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesSection 3.03.

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsection 2.1.4 and 3.4 Section 2.4 hereof, and at any time and from time to time on or after the expiration of the Lock-up Period applicable to the Registrable Securities of a Holder (if any), if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers and, if requested by the Underwriters, shall be reasonably satisfactory to the Company). The majorityexecute a customary lock-in-interest up agreement in favor of the Demanding Underwriters (in each case on substantially the same terms and conditions as all such Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and feesparticipating in such Underwritten Offering).

Underwritten Offering. Subject to the provisions of Sections 3.1(c) subsections 2.1.4, 2.1.6 and 3.4 Section 2.3 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or and Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein; provided that the anticipated aggregate proceeds from any Underwritten Offering shall be equal to or greater than $50 million; provided that, for the avoidance of doubt, in no event shall this limitation be applicable to the registration of Registrable Securities held by the Initial Holders concurrently or substantially concurrently with the Closing as contemplated by the BCA. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 3.1(b) and the Company subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration (provided that such investment banker or bankers and managers Registration, which Underwriter(s) shall be reasonably satisfactory acceptable to the Company). The majority-in-interest of the Demanding Holders initiating the Demand Registration shall have the right, after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees.