Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided provided, that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and Holder, (B) such Holder’s power and authority to effect such transfer, and (C) such matters pertaining to such Holder’s compliance with securities laws as reasonably may be requested; provided provided, further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds amount received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds amounts shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsamounts.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided provided, that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and Holder, (B) such Holder’s power and authority to effect such transfer, and (C) such matters pertaining to such Holder’s compliance with securities laws as reasonably may be requested; provided provided, further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds amount received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds amounts shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsamounts.

Underwritten Offering. (a) No Holder or Hedge Fund Party may participate in any registration hereunder that is an Underwritten Offering underwritten unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons Person(s) entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwritersunderwriter(s); provided provided, that no Holder or Hedge Fund Party will be required to sell more than the number of Registrable Securities that such Holder or Hedge Fund Party has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s or Hedge Fund Party’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder or Hedge Fund Party shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s or Hedge Fund Party’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and or Hedge Fund Party, (B) such Holder’s or Hedge Fund Party’s power and authority to effect such transfer, and (C) such matters pertaining to such Holder’s or Hedge Fund Party’s compliance with securities laws as reasonably may be requested; provided provided, further that any obligation of such Holder or Hedge Fund Party to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders and Hedge Fund Parties selling Registrable Securities, and such liability shall be limited to the net proceeds amount received by such HolderHolder or Hedge Fund Party, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds amounts shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder and Hedge Fund Party shall be in proportion to such net proceedsamounts.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided provided, further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and severaljoint, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant Subject to the terms provisions of Section 2.1.3 and Section 2.3 hereof, at any overtime and from time to time on or after the Closing Date, the Holders holding at least a majority in interest of the then-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the outstanding number of Registrable Securities that held by all the Holders (such Holder has requested Holders, the “Demanding Holders”), may make a written demand to the Company for the Registration under the Securities Act to include sell all or part of their Registrable Securities in any registrationan Underwritten Offering, including a Block Trade (such written demand, a “Demand Registration”). The Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with subject to the Company’s reasonable requests in connection with such registration prior approval (which shall not be unreasonably withheld, conditioned or qualification delayed). The Company shall, within five (it being understood that 5) days of the Company’s failure receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to perform its obligations hereunder, which failure is caused by include all or a portion of such Holder’s failure to cooperateRegistrable Securities in the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, will not constitute a breach “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration, subject to provisions of Section 2.1.3. Under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Registrations pursuant to a Demand Registration under this Section 2.1.2 initiated by Holders; provided, however, that an Underwritten Offering pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement); provided that no . All such Holder shall be required Holders proposing to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of distribute their Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any through an Underwritten Offering under this Section 2.1.2 shall enter into an underwriting agreement shall be several, not joint and several, among in customary form with the Underwriter(s) selected for such Underwritten Offering by a majority-in-interest of the Demanding Holders selling Registrable Securities, and such liability shall be limited to initiating the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsDemand Registration.

Underwritten Offering. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the underwritten offering will be selected by the Majority Holders of such Transfer Restricted Securities included in such underwritten offering, subject to the consent of the Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith and the fees and expenses set forth in Section 4 hereof; provided, however, that notwithstanding anything contained in this Agreement to the contrary, the Company shall be under no obligation to participate in any underwritten offering with respect to the Transfer Restricted Securities and no underwritten offering shall be effected pursuant to this Agreement without the prior consent of the Company. (b) No Holder may participate in any registration underwritten offering hereunder that is an Underwritten Offering unless such Holder person (i) agrees to sell its Registrable such Holder’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons Holders entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder At any time after the Shelf Registration Statement required pursuant to Section 4.01 becomes effective, or as part of a Demand Request in accordance with Section 4.02, Xxxxxx may participate in any registration hereunder deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the Sale of some or all of the Registrable Securities subject to such Shelf Registration Statement or Demand Registration Statement is intended to be conducted through an underwritten offering (the “Underwritten Offering”); provided, however, that Xxxxxx may not, without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds (or, in the case of a Debt Exchange, the anticipated fair value of the securities or indebtedness to be received by Xxxxxx) of which are expected to be less than $50,000,000 (unless such Holder (i) agrees Xxxxxx is proposing to sell Sell all of its remaining Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registrationSecurities), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and launch more than three Underwritten Offerings or (iii) cooperates with launch an Underwritten Offering within a Blackout Period. (b) In the Company’s reasonable requests in connection with such registration or qualification (it being understood that event of an Underwritten Offering, Xxxxxx shall select the Company’s failure managing underwriter(s) to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by administer the Company of this Agreement)Underwritten Offering; provided that no the choice of such Holder managing underwriter(s) shall be required subject to make the consent of the Company, which consent is not to be unreasonably withheld, delayed or conditioned. The Company and Xxxxxx will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. (c) If, pursuant to Section 4.03(c), the Company defers any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership Registration of Registrable Securities in response to an Underwritten Offering Notice, Xxxxxx shall be transferred free entitled to withdraw such Underwritten Offering Notice and clear if it does so, such request shall not be treated for any purpose as the delivery of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person an Underwritten Offering Notice pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distributionSection 4.04(a), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees If the securities the Company determines to sell its register are to be distributed through an underwritten offering, the Company shall so advise the Holders of Registrable Securities on in the basis provided notice described in any underwriting arrangements approved Section 2.2(a) hereof In such event, (i) the managing underwriter shall be selected by the Persons entitled hereunder Company with the approval of the holders of a majority of the Registrable Securities then outstanding, which approval shall not be unreasonably withheld, and (ii) the right of any Holder to approve such arrangements (including, without limitation, include Registrable Securities in a registration pursuant to this Section 2.2 shall be conditioned upon the terms of any over-allotment or “green shoe” option requested by Holder thereof agreeing to participate in such underwriting and entering into an underwriting agreement with the managing underwriters; provided underwriter in customary form containing terms and conditions no more or less favorable than those that no Holder apply to the securities of the Company or other securities of the same class to be included in such registration. (ii) Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten and that the total number of shares requested to be underwritten will exceed the maximum number which can be required to sell more marketed without jeopardizing the success of the entire offering, then the Company shall so advise all Holders and shall exclude from such underwriting (A) first, the maximum number of securities, if any, other than Registrable Securities, being included for the account of Persons other than the Company as is necessary to reduce the size of the offering to the maximum number of securities that can be successfully marketed and (B) second, the minimum number of Registrable Securities as is necessary in the opinion of the managing underwriter to reduce the size of the offering to the maximum number of securities that such Holder has can be successfully marketed; provided that, without the written consent of the holders of a majority of the Registrable Securities requested to be registered, (x) in no event will securities of any Persons other than the Company be included in such registration unless all of the Registrable Securities requested to include be registered are included and (y) no such reduction shall reduce the amount of Registrable Securities included in the registration below thirty-five percent (35%) of the total amount of securities included in such registration. Unless otherwise agreed by the Persons affected by any reduction set forth in clauses (x) or (y) above, respectively, such reduction shall be allocated among such Persons on a pro rata basis based on the number of securities requested to be registered by each Person. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriter may round the number of shares allocated to any Person to the nearest 1,000 shares. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration), . (iiiii) completes and executes all questionnaires, powers If any Holder of attorney, indemnities, underwriting agreements and other documents reasonably required under Registrable Securities disapproves of the terms of the underwriting, such underwriting arrangements, and (iii) cooperates with Holder may elect to withdraw therefrom by written notice to the Company’s reasonable requests in connection with such registration or qualification (it being understood that , the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by managing underwriter and the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Holders. The Registrable Securities to and/or other securities so withdrawn shall also be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securitieswithdrawn from registration, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant shall not be transferred in a public distribution prior to one hundred and eighty (180) days after the effective date of such registration (which proceeds shall include registration, or such other shorter period of time as the amount of cash or managing underwriter may require. If by the fair market value of any assets in exchange for the sale or exchange withdrawal of such Registrable Securities or that are a greater number of Registrable Securities held by other Holders may be included in such registration (up to the subject maximum of a distributionany limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and manner used in determining any reduction based on the relative liability of each such Holder shall be underwriter limitation in proportion to such net proceedsSection 2.2(b)(ii) hereof.

Underwritten Offering. The Company will use its best efforts to cause to be effective on the Closing Date, or as soon as practicable thereafter (arecognizing that time is of the essence), a Registration Statement with respect to an underwritten public offering of not less than 7.5 million and not more than 20 million shares of Registrable Common; provided, however, that the Company agrees that it shall not cause such Registration Statement to be effective on the Closing Date or as soon as practicable thereafter if the Company and the holders of a majority of the Registrable Common participating in the Initial Underwriting mutually agree prior to the Closing Date, or thereafter, to cause such Registration Statement to be declared effective on another date, which date shall not be under any circumstances later than the date three (3) No Holder may days after the Company publishes financial results covering thirty (30) days or more of post-Merger combined operations. Promptly after the execution hereof, the Company shall send a Notice of Offering to the Initial Securities Holders with respect to the Initial Underwriting. The Initial Securities Holders shall thereafter have thirty (30) days within which to submit a written response to the Company expressing their interest in participating in the Initial Offering and specifying the number of shares of Registrable Common they desire to sell in the Offering. Subject to subsection 2.3 hereof, all Securities Holders will be entitled to participate in any registration hereunder the Initial Underwriting in accordance with the related Notice of Offering to the full extent of their Registrable Common; provided, however, that is an Underwritten Offering unless no Securities Holder shall be entitled to participate in the Initial Underwriting if such participation would be a violation of the pooling representation letter given by such Securities Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, Company pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Merger Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if CMB so advises the Company as part of its Demand Registration or Shelf Takedown that the offering of the Registrable Securities pursuant to such Demand Registration or Shelf Takedown shall be in the form of an Underwritten Offering, then the right of any Holder may participate to include its Registrable Securities in any registration hereunder that is such Demand Registration or Shelf Takedown 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. Each such Holder proposing to distribute Registrable Securities through an Underwritten Offering unless such Holder pursuant to this subsection 2.1.3 or subsection 2.2.1 shall (i) agrees agree to sell its Registrable Securities on the basis provided in any underwriting the applicable underwriting/sales arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), and (ii) completes agree to complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting underwriting/sales agreements and other documents reasonably required under the terms of such underwriting underwriting/sales arrangements; provided, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunderhowever, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration to the Company or the Underwriters or other purchasers (other than representations and warranties as to regarding (A1) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, claims and encumbrances created by such Holder and Holder, (B2) such Holder’s power and authority to effect such transfer; provided further that , (3) such matters pertaining to such Holder’s compliance with securities laws as reasonably may be requested and (4) such Holder’s intended method of distribution) or to undertake any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited indemnification obligations to the net proceeds received by such HolderCompany with respect thereto, except as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets otherwise provided in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsArticle IV hereof.

Underwritten Offering. If a registration pursuant to this Section 4 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities which the Company and the holders of the Registrable Securities and any other persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (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: (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees first, all of the securities the Company proposes to sell for its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (includingown account, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwritersif any; provided that no Holder will the registration of such securities was initiated by the Company with respect to securities intended to be required to sell more than the registered for sale for its own account; (b) second, such number of Registrable Securities 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 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 has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by exceeds such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder request shall be required to make any representations or warranties reallocated among the other Holders in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holderlike manner, as applicable; and (c) third, from such other securities requested to be included in such registration, which, in the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange opinion of such Registrable Securities or that are managing underwriter can be sold without having the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsadverse effect described above.

Underwritten Offering. (a) No If the Initiating Holder may participate so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in any registration hereunder that is the form of an Underwritten Offering and the Company shall include such information in the Company Notice. In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering, no Holder may include Registrable Securities in such Registration unless such Holder Holder, subject to the limitations set forth in Section 2.06, (i) agrees to sell its Registrable Securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwritersarrangements; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, arrangements and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided . In the event that no the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering, such Initiating Holder shall be required have the right to make any representations or warranties designate the lead managing underwriter and each other managing and non-managing underwriter for such Underwritten Offering; provided, that, in connection with any each case, such registration lead managing underwriter and each other than representations managing and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited non-managing underwriter is reasonably satisfactory to the net proceeds received by Company, which such Holderapproval shall not be unreasonably withheld, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash conditioned or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsdelayed.

Underwritten Offering. (aIn connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.3(a) No to include any securities of any Holder may participate in any registration hereunder that is an Underwritten Offering such underwriting unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to accepts the terms of any over-allotment the underwriting as agreed upon between the Company and the underwriters selected by it (or “green shoe” option by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the managing underwriters; provided that no Holder will amount of securities to be required to sell more sold other than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company that the underwriters determine in their sole discretion is compatible with the success of this Agreement); provided that no such Holder the offering, then the Company shall be required to make any representations or warranties include in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further the offering only that any obligation number of such Holder to indemnify any Person pursuant to any underwriting agreement shall be severalsecurities, not joint and several, among such Holders selling including Registrable Securities, and such liability shall which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be limited apportioned pro rata (to the net proceeds received nearest 100 shares) among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case, the selling stockholders may be altogether excluded if the underwriters make the determination described above and no other stockholder's securities are included. For purposes of the preceding apportionment, for any participating Holder that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, as applicableor the estates and family members of any such partners, from members, retired partners or members and any trusts for the sale benefit of Registrable Securities pursuant any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such registration (which proceeds "selling stockholder" shall include be based upon the aggregate amount of cash or the fair market value of any assets shares carrying registration rights owned by all Persons included in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be "selling stockholder," as defined in proportion to such net proceedsthis sentence.

Underwritten Offering. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise PURCHASER as a part of the written notice given pursuant to Section 1.5(a)(i). In such event, the right of PURCHASER to registration pursuant to this Section 1.5(a) shall be conditioned upon PURCHASER's participation in such underwriting and the inclusion of PURCHASER's Registrable Shares in the underwriting to the extent provided herein. If PURCHASER proposes to distribute its securities through the underwriting, it shall (atogether with the Company and any other persons proposing to distribute its securities through the underwriting) No Holder enter into all underwriting agreement in customary form with the representative of the underwriter(s) selected by the Company. Notwithstanding any other provision of this Section 1.5(a), if the representative of the underwriter(s) advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise PURCHASER if PURCHASER requests to participate in any the registration hereunder and the number of shares that is an Underwritten Offering unless may be included in the registration and underwriting shall be allocated: First, to the Company for securities being sold for its own account; second, among Registrable Shares held by PURCHASER who has requested inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Shares held by PURCHASER and property requested to be included at the time of filing the registration statement; and then to shares being sold for the accounts of other persons. Any Registrable Shares so excluded from the underwriting by reason of the representative's limitation shall be withdrawn from such Holder (iregistration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the representative of the underwriter(s) agrees may round the number of shares allocated to sell its Registrable Securities on PURCHASER or other shareholder to tile nearest 100 shares. If PURCHASER has requested inclusion in the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant registration does not agree to the terms of any over-allotment the underwriting, PURCHASER's shares may be excluded from the underwriting by written notice from the Company or “green shoe” option requested by the managing underwriters; provided that no Holder will representative of the underwriter(s) and the shares so excluded shall be required withdrawn from the registration. If shares are so excluded from the underwriting because of a failure to sell more than agree to its terms and the number of shares of Registrable Securities that such Holder has requested Shares to be included in the underwriting was previously reduced as a result of marketing factors pursuant to this Section 1.5(b), then, with the permission of the representative of the underwriter(s), the Company shall offer to PURCHASER to include Registrable Shares in any registration)the underwriting, (ii) completes and executes all questionnaires, powers the right to include additional Registrable Shares in ail aggregate amount equal to the number of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms shares so excluded. The registration of such underwriting arrangements, and (iii) cooperates additional Registrable Shares shall be allocated to PURCHASER pro rata in accordance with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform numbers of its obligations hereunder, Registrable Shares which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities are otherwise to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to included in the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsregistration.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees If the securities the Company determines to sell its register are to be distributed through an underwritten offering, the Company shall so advise the Holders of Registrable Securities on in the basis provided notice described in any underwriting arrangements approved Section 2.2(a) hereof. In such event, (i) the managing underwriter shall be selected by the Persons entitled hereunder Company with the approval of the holders of a majority of the Series D Registrable Securities then outstanding, which approval shall not be unreasonably withheld, and (ii) the right of any Holder to approve such arrangements (including, without limitation, include Registrable Securities in a registration pursuant to this Section 2.2 shall be conditioned upon the terms of any over-allotment or “green shoe” option requested by Holder thereof agreeing to participate in such underwriting and entering into an underwriting agreement with the managing underwriters; provided underwriter in customary form containing terms and conditions no more or less favorable than those that no Holder apply to the securities of the Company or other securities of the same class to be included in such registration. (ii) Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten and that the total number of shares requested to be underwritten will exceed the maximum number which can be required to sell more marketed without jeopardizing the success of the entire offering, then the Company shall so advise all Holders and shall exclude from such underwriting (A) first, the maximum number of securities, if any, other than Registrable Securities, being included for the account of Persons other than the Company as is necessary to reduce the size of the offering to the maximum number of securities that can be successfully marketed and (B) second, the minimum number of Registrable Securities as is necessary in the opinion of the managing underwriter to reduce the size of the offering to the maximum number of securities that such Holder has can be successfully marketed; provided that, without the written consent of the holders of a majority of the Series D Registrable Securities requested to be registered, (x) in no event will securities of any Persons other than the Company be included in such registration unless all of the Registrable Securities requested to include be registered are included and (y) no such reduction shall reduce the amount of Registrable Securities included in the registration below thirty-five percent (35%) of the total amount of securities included in such registration. Unless otherwise agreed by the Persons affected by any reduction set forth in clauses (x) or (y) above, respectively, such reduction shall be allocated among such Persons on a pro rata basis based on the number of securities requested to be registered by each Person. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriter may round the number of shares allocated to any Person to the nearest 1000 shares. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration), . (iiiii) completes and executes all questionnaires, powers If any Holder of attorney, indemnities, underwriting agreements and other documents reasonably required under Registrable Securities disapproves of the terms of the underwriting, such underwriting arrangements, and (iii) cooperates with Holder may elect to withdraw therefrom by written notice to the Company’s reasonable requests in connection with such registration or qualification (it being understood that , the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by managing underwriter and the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Holders. The Registrable Securities to and/or other securities so withdrawn shall also be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securitieswithdrawn from registration, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant shall not be transferred in a public distribution prior to one hundred and eighty (180) days after the effective date of such registration (which proceeds shall include registration, or such other shorter period of time as the amount of cash or managing underwriter may require. If by the fair market value of any assets in exchange for the sale or exchange withdrawal of such Registrable Securities or that are a greater number of Registrable Securities held by other Holders may be included in such registration (up to the subject maximum of a distributionany limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and manner used in determining any reduction based on the relative liability of each such Holder shall be underwriter limitation in proportion to such net proceedsSection 2.2(b)(ii) hereof.

Underwritten Offering. (a) No Holder may participate in In connection with any registration hereunder that is offering involving an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms or best efforts placement of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number shares of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests Common Stock, the Company shall not be required under Section 2.2(a) to include any of the Purchasers’ securities in such offering or the registration statement filed in connection with such registration offering unless they accept the terms of the underwriting or qualification placement as agreed upon between the Company and the underwriters or placement agents selected by it (it being understood or by other persons entitled to select the underwriters or placement agents), and then only in such quantity as the underwriters or placement agents determine in their sole discretion will not jeopardize the success of the offering by the Company; provided, however, that the Company’s failure Purchasers shall not be reduced to perform its obligations hereunderless than twenty five percent (25%) of the aggregate shares offered;. If the total amount of securities, which failure is caused including Registrable Securities, requested by shareholders to be included in such Holder’s failure to cooperateoffering exceeds the amount of securities sold, will not constitute a breach other than by the Company, that the underwriters or placement agents determine in their sole discretion is compatible with the success of the offering, then the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties include in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further the offering only that any obligation number of such Holder to indemnify any Person pursuant to any underwriting agreement shall be severalsecurities, not joint and several, among such Holders selling including Registrable Securities, which the underwriters or placement agents determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata (to the nearest 100 shares) among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders). For purposes of the preceding apportionment, for any participating Purchaser that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and shareholders of such liability Purchaser, or the estates and family members of any such partners, members, retired partners or members and any trusts for the benefit of any of the foregoing Persons shall be limited deemed to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant be a single “selling shareholder,” and any pro-rata reduction with respect to such registration (which proceeds “selling shareholder” shall include be based upon the aggregate amount of cash or the fair market value of any assets shares carrying registration rights owned by all Persons included in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be “selling shareholder,” as defined in proportion to such net proceedsthis sentence.

Underwritten Offering. (aIn connection with any offering involving an underwriting of shares of the Corporation's capital stock, the Corporation shall not be required under Section 1.3(a) No Holder may participate to include any of the Holders' securities in any registration hereunder that is an Underwritten Offering such underwriting unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to they accept the terms of any over-allotment the underwriting as agreed upon between the Corporation and the underwriters selected by it (or “green shoe” option by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Corporation or would result in a substantial risk that the price per share will be reduced. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the managing underwriters; provided amount of securities sold other than by the Corporation that no Holder the underwriters determine in their sole discretion is compatible with the success of the offering or would result in a substantial risk that the price per share will be required to sell more than reduced, then the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder Corporation shall be required to make any representations include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned first to the Corporation and then pro rata (to the nearest 100 shares) among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or warranties in connection with any such registration other than representations and warranties proportions as shall mutually be agreed to (A) by such Holder’s ownership selling shareholders). The number of Registrable Securities to be transferred free included in an underwriting under this Section 1.3 shall not be reduced unless all other securities held by shareholders of the Corporation other than Registrable Securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, for any participating Holder that is a partnership, limited liability Corporation or corporation, the partners, retired partners, members, retired members and clear shareholders of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicableor the estates and family members of any such partners, from members, retired partners or members and any trusts for the sale benefit of Registrable Securities pursuant any of the foregoing persons shall be deemed to be a single "selling shareholder," and any pro-rata reduction with respect to such registration (which proceeds "SELLING SHAREHOLDER" shall include be based upon the aggregate amount of cash or the fair market value of any assets shares carrying registration rights owned by all Persons included in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be "selling shareholder," as defined in proportion to such net proceedsthis sentence.

Underwritten Offering. (a) No If the Initiating Holder may participate so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in any registration hereunder that is the form of an Underwritten Offering and the Company shall include such information in the Company Notice. In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering, no Holder may include Registrable Securities in such Registration unless such Holder Holder, subject to the limitations set forth in Section 2.06, (i) agrees to sell its Registrable Securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwritersarrangements; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, arrangements and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such HolderXxxxxx’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder , it being understood that, the Oria Class B Shareholders (considered together) and Bobsin Corp. (directly or through its Affiliates) shall be required have the right (but not the obligation) to make any representations or warranties allocate the same number of Registrable Securities in connection with any such registration Underwritten Offering, to the extent that, on one hand, either the Oria Class B Shareholders or Bobsin Corp. (directly or through its Affiliates) is deemed as the Initiating Holder for purposes of this section and, on the other than representations and warranties hand, Oria Class B Shareholders or Bobsin Corp., as to (A) such Holder’s ownership of the case may be, are Eligible Holders that request their Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person included in the Registration pursuant to Section 2.01(a) above (any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited right is hereinafter referred to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution“Equal Allocation Rights”), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder may participate If a requested registration pursuant to Section 2.2 hereof involves an underwritten public offering and the managing underwriter of such offering determines in any registration hereunder good faith that is an Underwritten Offering unless the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such Holder 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) agrees first, securities held by any Persons other than the Founders and the Investors, (ii) second, securities held by any Founders, (iii) third, shares sought to sell its be registered by the Company and (iv) fourth, Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve of Investors requesting such arrangements registration (including, without limitation, whether pursuant to the terms Section 2.1 or this Section 2.2). If there is a reduction of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested to be included in the Company registration pursuant to include in any registrationclause (i), (ii) completes and executes all questionnairesor (iv), powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with reduction shall be effected among the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused holders covered by such Holder’s failure to cooperaterespective clause (i), will not constitute (ii) or (iv) (as the case may be) on a breach by pro rata basis (based upon the Company respective number of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership shares of Registrable Securities and other securities entitled to be transferred free and clear of all liens, claims, and encumbrances created registration held by such Holder and holders). Any Investor who sells more than fifty percent (B50%) of the Registrable Securities then held by such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person Investor pursuant to any underwriting agreement registration requested under Section 2.2(a) shall be severaldeemed to have exercised one of the demand registration rights granted to such Investor pursuant to Section 2.2(a), not joint and severalregardless of whether such Investor requested such registration pursuant to Section 2.2(a). With respect to a request for registration pursuant to Section 2.2(a) or (b) which is for an underwritten public offering, among such Holders selling Registrable Securities, and such liability the managing underwriter shall be limited chosen by the Investors requesting such registration, subject to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (Company's approval which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall not be in proportion to such net proceedsunreasonably withheld.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-over- allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided provided, further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (a) No Holder may participate in In connection with any registration hereunder that is offering involving an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number shares of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests capital stock, the Company shall not be required under Section 2.2(a) to include any of the Holders’ securities in connection with such registration offering unless they agree to participate in such underwriting as agreed upon between the Company and the underwriters selected by it or qualification (it being understood that by other persons entitled to select the underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company; provided, however, that, except in the Company’s failure IPO in which case the underwriters may exclude all shares to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach be sold by the Holders, the Registrable Securities (excluding Founders’ Stock) shall not be reduced to less than 20% of the aggregate shares offered. Subject to the preceding sentence, if the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold, other than by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company of this Agreement); provided that no such Holder shall be required to make any representations include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata (to the nearest 100 shares) among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or warranties in connection such other proportions as shall mutually be agreed to by such selling stockholders, with any Founders’ Stock to be included in such offering to be reduced prior to the reduction to the number of any Registrable Securities held by any Holder that is not a Founder). If the Registrable Securities requested by the selling stockholders to be included in such offering are so limited, no party shall sell shares in such registration other than representations the Company. For purposes of the preceding apportionment, for any participating Holder that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and warranties as to (A) such Holder’s ownership stockholders of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicableor the estates and family members of any such partners, from members, retired partners or members and any trusts for the sale benefit of Registrable Securities pursuant any of the foregoing Persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such registration (which proceeds “selling stockholder” shall include be based upon the aggregate amount of cash or the fair market value of any assets shares carrying registration rights owned by all Persons included in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be “selling stockholder,” as defined in proportion to such net proceedsthis sentence.

Underwritten Offering. If any of the Registrable Securities covered by the Registration are to be sold in an underwritten offering, the investment bankers and managers that will administer the offering will be selected by the Manager; provided, however, that such investment bankers and managers must be approved in writing by the Company, such approval not to be unreasonably withheld. The Company will enter into such agreements (aincluding an underwriting agreement) No Holder may participate and take all such other actions reasonably necessary in any registration hereunder that is an Underwritten Offering unless connection therewith in order to expedite or facilitate the disposition of such Holder Registrable Securities, and in such connection: (i) agrees make such representations and warranties to sell its Registrable Securities on the basis provided underwriters in any underwriting arrangements form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be approved by the Persons entitled hereunder Manager and the Trust, such approval not to approve such arrangements (including, without limitation, pursuant be unreasonably withheld) addressed to the terms of any over-allotment or “green shoe” option Trust and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the managing Plan and underwriters; , if any; (iii) enter into an indemnity agreement in form, scope and substance as is customary in underwritten offerings; (iv) obtain "cold comfort" letters and updates thereof as appropriate from the Company's independent certified public accountants addressed to the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with underwritten offerings (provided that no Holder will more than one such cold comfort letter (and updates thereof) shall be required to sell more than be provided at the number expense of Registrable Securities that such Holder has requested the Company pursuant to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no and (v) deliver such Holder shall documents and certificates as may be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created reasonably requested by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), Plan and the relative liability of each such Holder shall be in proportion to such net proceedsunderwriter, if any.

Underwritten Offering. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the underwritten offering will be selected by the Majority Holders of such Transfer Restricted Securities included in such underwritten offering, subject to the consent of the Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith and the fees and expenses set forth in Section 4 hereof; provided, however, that notwithstanding anything contained in this Agreement to the contrary, the Company shall be under no obligation to participate in any underwritten offering with respect to the Transfer Restricted Securities and no underwritten offering shall be effected pursuant to this Agreement without the prior consent of the Company. (b) No Holder may participate in any registration underwritten offering hereunder that is an Underwritten Offering unless such Holder person (i) agrees to sell its Registrable such Holder's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons Holders entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. If the expected aggregate gross proceeds of an offering of Registrable Securities are at least fifty million U.S. dollars (a$50,000,000), and the Required Investors (to the extent such Required Investors are named as selling security holders in the Shelf Registration Statement) No Holder so elect, such offering may participate be in the form of an Underwritten Offering, the Issuer shall amend or supplement the Shelf Registration Statement for such purpose and such Required Investors shall have the right to select the managing underwriter or underwriters to administer such offering; provided, that (i) such managing underwriter or underwriters shall be reasonably acceptable to the Issuer and the Majority Participating Investors and (ii) the Issuer shall have the right to select at least one (1) of the joint bookrunning managers. Promptly upon receipt of any registration hereunder that is request for an Underwritten Offering unless such Holder (ithat is not a Block Trade) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to this Section 2.02(d) (but in no event more than five (5) Business Days thereafter), the Issuer shall deliver a written notice (a “Takedown Notice”) of any such request to all other Investors named as selling security holders in the Shelf Registration Statement (which notice shall state that the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Required Investors making such request, are available upon request), and subject to Section 2.02(c) and the last sentence of this Section 2.02(d), any over-allotment or “green shoe” option requested by Investor from whom the managing underwriters; provided Issuer has received written requests for inclusion therein within ten (10) Business Days after the date that no Holder will the Takedown Notice has been delivered shall be required eligible to sell more than participate in such Underwritten Offering. All requests made pursuant to this Section 2.02(d) shall specify the number aggregate amount of Registrable Securities that the requesting Investor seeks to offer and sell in such Holder has requested Underwritten Offering. Notwithstanding the Company to include foregoing, in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under no event shall the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall Issuer be required to make any representations or warranties in connection with any effect more than one (1) Underwritten Offering (regardless of whether such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person Underwritten Offering is requested pursuant to any underwriting agreement shall be severalthis Section 2.02(d), not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration Section 2.02(e) or pursuant to Section 2.01(g)) in any ninety (which proceeds 90)-day period. The provisions of Section 2.01(h) shall include the amount of cash or the fair market value of apply to any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distributionUnderwritten Offering pursuant to this Section 2.02(d), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (aIf any offering pursuant to a Registration Statement ---------------------- pursuant to Section 2(a) No Holder may participate hereof involves an underwritten offering, the Investors --- who hold a majority in any registration hereunder that is interest of the Registrable Securities subject to such underwritten offering, with the consent of a majority-in-interest of the Initial Investors, shall have the right to select one legal counsel and an Underwritten Offering unless such Holder investment banker or bankers and manager or managers to administer the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. Payments by the Company. The Company shall use its best efforts to obtain -------------------------- effectiveness of the Registration Statement as soon as practicable. If (i) agrees the ----- Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the date of Closing, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock does not continue to be listed or included for quotation on the Nasdaq National Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq SmallCap"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTC BB") prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell its the Registrable Securities on (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the basis provided Debentures or Registrable Securities an amount equal to the then outstanding principal amount of the Debentures (and, in any underwriting arrangements approved the case of holders of Registrable Securities, the principal amount of Debentures from which such Registrable Securities were converted) ("Outstanding Principal Amount"), multiplied by the Persons entitled hereunder Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to approve the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such arrangements period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, pursuant when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any over-allotment or “green shoe” option requested by the managing underwritersdays during an Allowed Delay (as defined in Section 3(f)); provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification number of months (it being understood prorated for partial months) that the Company’s failure to perform its obligations hereunderCommon Stock is not listed or included for quotation on the OTC BB, which failure is caused by such Holder’s failure to cooperateNasdaq, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations Nasdaq SmallCap, NYSE or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities AMEX or that are trading thereon is halted after the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceedsRegistration Statement has been declared effective. The term "Applicable Percentage" means two hundredths (.

Underwritten Offering. (a) At the request of the Stockholders of a majority of the Registrable Securities to be registered in any Demand Registration, the offering of Registrable Securities pursuant to such Demand Registration including pursuant to a Shelf Registration, shall be in the form of an Underwritten Offering. The Stockholders of a majority of the Registrable Securities to be so registered shall select (i) the investment banking firm or firms to manage the Underwritten Offering and (ii) counsel to the requesting Stockholders; provided, that, in the case of clause (i), such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. No Holder Stockholder may participate in any registration hereunder that is an Underwritten Offering pursuant to this Agreement unless such Holder Stockholder (ix) agrees to sell its such Stockholder’s Registrable Securities on the basis provided in any underwriting arrangements approved agreement described above as agreed upon by the Persons entitled hereunder to approve such arrangements Company and accepts the underwriters selected in accordance with the procedures described in this Section 2.8. and (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (iiy) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsagreements; provided, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder Stockholder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (Ai) such HolderStockholder’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and Stockholder, (Bii) such Holder’s Stockholder ‘s power and authority to effect such transfer, and (iii) such matters pertaining to such Stockholder ‘s compliance with securities laws as may be reasonably requested; provided provided, further that any obligation of such Holder Stockholder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among such Holders Stockholders selling Registrable Securities, and such liability shall be limited to the net proceeds amount received by such Holder, as applicable, Stockholder from the sale of his, her or its Registrable Securities pursuant to such registration (which proceeds amounts shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder Stockholder shall be in proportion to such net proceedsamounts; provided, further that this Section 2.8(a) shall not require any Stockholder to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.4. (b) If Registrable Securities are to be sold in a Underwritten Offering, the Company agrees to include in the registration statement, or in the case of a Shelf Registration, a prospectus supplement, to be used all such information as may be reasonably requested by the underwriters for the marketing and sale of such Registrable Securities.

Underwritten Offering. (a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder Xxxxxx (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such HolderXxxxxx’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net proceeds received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which proceeds shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net proceeds.

Underwritten Offering. (aIn connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 2.2(a) No Holder may participate to include any of the Holders’ securities in any registration hereunder that is an Underwritten Offering such underwriting unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to they accept the terms of any over-allotment the underwriting as agreed upon between the Company and the underwriters selected by it (or “green shoe” option requested by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the managing underwritersCompany; provided, however, except in the Company’s IPO in which case the representative may exclude all shares to be sold by the Holders, that the Holders shall not be reduced to less than twenty five percent (25%) of the aggregate shares offered; provided, however, that the number of shares of Registrable Securities held by Investors to be included in such underwriting shall not be reduced unless all other Registrable Securities and other securities are first entirely excluded from the underwriting. In any apportionment pursuant to this Section 2.2(b), the maximum number of shares of the Company that Xxxxx Xxxxxx may include in any such offering shall be 750,000, provided that in the event no Holder will apportionment is required, there shall be required to sell more than no limitation on the number of Registrable Securities that Xxxxx Xxxxxx may include. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such Holder has requested offering exceeds the amount of securities sold, other than by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties include in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder and (B) such Holder’s power and authority to effect such transfer; provided further the offering only that any obligation number of such Holder to indemnify any Person pursuant to any underwriting agreement shall be severalsecurities, not joint and several, among such Holders selling including Registrable Securities, and such liability shall which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be limited apportioned pro rata (to the net proceeds received nearest 100 shares) among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders). For purposes of the preceding apportionment, for any participating Holder that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and shareholders of such Holder, as applicableor the estates and family members of any such partners, from members, retired partners or members and any trusts for the sale benefit of Registrable Securities pursuant any of the foregoing Persons shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such registration (which proceeds “selling shareholder” shall include be based upon the aggregate amount of cash or the fair market value of any assets shares carrying registration rights owned by all Persons included in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be “selling shareholder,” as defined in proportion to such net proceedsthis sentence.