Common use of Underwritten Registrations Clause in Contracts

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf offering pursuant to a Registration are Statement filed pursuant to be sold in Section 2 or Section 3 is an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Stockholders whose Registrable Securities to be are included in such underwritten offering shall have the right to jointly select the managing and other underwriters to administer the offering. (b) , subject to approval by the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall have the right to select the managing and other underwriters to administer any underwritten offering in connection with any Piggyback Registration. No person Person may participate in any underwritten registration offering hereunder unless such person Person (i) agrees to sell such person’s Transfer Restricted the Registrable Securities it desires to have covered by the registration on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such customary underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company ; provided that such Person shall not be required to cooperate make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other offering document in reliance upon and in conformity with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) written information furnished to the Company or the managing underwriter by such Person expressly for inclusion therein or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 8; provided, further, that such Person’s aggregate liability in respect of such representations and warranties, indemnification and contribution shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, exceed such Person’s net proceeds from the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) If any Demand Registration is an Underwritten Offering, the holders of a majority of the Transfer Restricted Registrable Securities covered by any Shelf such Demand Registration are shall have the right to be sold in an underwritten offering, select the investment banker or investment bankers and manager or managers that will to administer the offering (“Managing Underwriters”) will be selected offering, subject to approval by the Majority Holders of such Transfer Restricted Securities Corporation, not to be included in unreasonably withheld. The Corporation shall have the right to select the investment banker or investment bankers and managers to administer any Piggyback Registration, subject to the rights of any Third Party Demander or Institutional Holder to select such offering. (b) investment banker pursuant to a registration rights agreement with the Corporation. No person Person may participate in any underwritten registration Underwritten Registration hereunder unless such person Person (i) agrees to sell such person’s Transfer Restricted the Registrable Securities it desires to have covered by Registration Statement on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and in customary form (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company provided that such Person shall not be required to cooperate make any representations or warranties other than those related to title and ownership of such Person’s shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with an underwritten offering unless a request written information furnished to the Corporation or the managing underwriter by such Person for an underwritten offering use therein and (iii) cooperates with the Corporation’s reasonable requests in connection with such registration or qualification (it being understood that the Corporation’s failure to perform its obligations hereunder, which failure is made caused by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated such person’s failure to cooperate with more than one underwritten offering pursuant to such reasonable requests, will not constitute a breach by the Corporation of this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering).

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering; provided, that such investment bankers and managers must be reasonably acceptable to the Issuer. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company Issuer shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-33 1/3% of Transfer Restricted Securities outstanding, (ii) the Company Issuer shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus prospectus in connection with an underwritten offering, the Company Issuer may delay the filing of any such amendment or supplement for up to 120 days if the Company Issuer in good faith has a valid business reason for such delay provided delay; provided, however that nothing in this clause (iii) limits the CompanyIssuer’s obligations under Section 12, and (iv) the Company Issuer shall not be required to pay more than an aggregate of $200,000 100,000 of registration-related expenses, in addition to internal expenses of the Company Issuer (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. (b) offering and reasonably acceptable to the Issuer. No person Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such person Holder (ia) agrees to sell such personHolder’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% Each Holder of Transfer Restricted Securities outstandingagrees, if requested (iipursuant to a timely written notice) by the Company managing underwriters in an underwritten offering or placement agent in a private offering of the Company’s or the Guarantors’ debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding nonpublic sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Securities except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions shall not be obligated apply to cooperate with more than one any holder of Transfer Restricted Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement. The Issuer and the Guarantors agree without the written consent of the managing underwriters in an underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to Transfer Restricted Securities covered by a Registration Statement filed pursuant to Section 3 hereof, not to effect any public or private sale or distribution of its respective debt securities, including a sale pursuant to Regulation D or Rule 144A under the Securities Act, during the period beginning 10 days prior to, and Prospectus in connection with an underwritten offeringending 90 days after, the Company may delay closing date of each underwritten offering made pursuant to such Registration Statement (provided, however, that such period shall be extended by the filing number of days from and including the date of the giving of any notice pursuant to Section 5(c) (v) or (c) (vi) hereof to and including the date when each seller of Transfer Restricted Securities covered by such amendment or supplement for up to 120 days if Registration Statement shall have received the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses copies of the Company (including, without limitation, salaries of officers and employees performing legal and accounting dutiessupplemented or amended Prospectus contemplated by Section 5(j) in connection with any such underwritten offeringhereof).

Underwritten Registrations. (a) If any of the Transfer -------------------------- Restricted Securities Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be Notes included in such offering, provided such banker or manager is acceptable to the Company, acting reasonably. (b) No person Holder of Transfer Restricted Notes may participate in any underwritten registration hereunder unless such person Holder (ia) agrees to sell such person’s Holder's Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities Notes outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s 's obligations under Section 12(d)(iii), and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expensesRegistration Expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) Holders of at least 15.0% in aggregate amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate amount of such Transfer Restricted Securities with an aggregate value of at least $35 million shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering pursuant to this Agreement in any twelve-month period during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such a majority of Transfer Restricted Securities requesting such underwritten offering. The Company shall make all such filings with the Commission, including filing all necessary post effective amendments and supplements, as necessary to effect the offer and sale of Transfer Restricted Securities sought to be included sold in such offeringunderwritten effort. (b) No person may participate in any underwritten registration hereunder offering unless such person (i) agrees to sell such person’s Transfer Restricted Securities Common Stock on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. No securities other than Transfer Restricted Securities shall be offered in such underwriting. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions subject to the contrary contained herein, (i) the Section 6 and Section 7 and fees and expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 5(b)(xxii) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company shall be entitled to suspend the effectiveness of the Shelf Registration statement pursuant to Section 5(b)(ii). (d) The Company shall take all such other actions as the Holders or the Managing Underwriters participating in an underwritten offering pursuant to this Section 9 may delay the filing reasonably request in order to expedite or facilitate such offering of any such amendment or supplement for up to 120 days if senior management of the Company to provide customary due diligence assistance in good faith has a valid business reason connection with any offering and to participate in customary “road show” presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock. Each Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Underwriters also be made to and for such delay Holder’s benefit and that any or all of the conditions precedent to the obligations of such Underwriters under such underwriting agreement also be conditions precedent to its obligations. No Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements that are customary and reasonably requested by the Underwriters, provided, that such representations and warranties shall not relate to Company or its business or operations. If any Holder disapproves of the terms of an underwriting, such Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriters. (e) Notwithstanding anything to the contrary in this Agreement, on or after April 1, 2010, any Holder of Purchased Securities who desires to do so may request that the Company effect the registration of such Holder’s Purchased Securities (in whole or in part) in an underwritten offering; provided that nothing (i) Holders of at least 15.0% in this clause aggregate amount of the Purchased Securities shall request such registration, (ii) an amount of Purchased Securities with an aggregate value of at least $35 million shall be included in such offering and (iii) limits a 144A Registration Statement has not been declared effective by the Company’s obligations under Section 1, Commission; and (iv) provided further that the Company shall not be required obligated to pay effect more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any one such underwritten offering. Upon receipt of any request for registration pursuant to this Section 9(e), the Company shall promptly provide all Holders of Purchased Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. The Managing Underwriters shall be selected by Holders of a majority of the Purchased Securities requesting such underwritten offering. The Company shall make all such filings with the Commission, including filing all necessary post effective amendments and supplements, as necessary to effect the offer and sale of the Purchased Securities sought to be sold in such underwritten effort.

Underwritten Registrations. (a) If In connection with any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offeringUnderwritten Offering, the investment banker underwriter or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will underwriters shall be selected by (i) with respect to any Demand Registration, the Majority Holders of such Transfer Restricted Securities Principal Stockholders delivering the Demand Notice with respect thereto, which selection shall be subject to approval by the Corporation, not to be included in such unreasonably withheld, conditioned or delayed, (ii) with respect to any Underwritten Shelf Take-Down, the initiating Principal Stockholder that delivers the Take-Down Notice, which selection shall be subject to approval by the Corporation, not to be unreasonably withheld, conditioned or delayed, and (iii) with respect to any other offering. , including any Piggyback Registration (b) other than an Initial Public Offering), the Corporation. No person Person may participate in any underwritten registration Underwritten Registration hereunder unless such person Person (i) agrees to sell such person’s Transfer Restricted the Registrable Securities it desires to have covered by a Registration Statement on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company provided that such Person shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is make any representations or warranties other than those related to title and ownership of such Person’s Registrable Securities being sold and as to the accuracy and completeness of statements made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to in a Registration Statement Statement, Prospectus, offering circular, or other document in reliance upon and Prospectus in connection conformity with an underwritten offeringwritten information furnished to the Corporation or the managing underwriters, the Company may delay the filing of any if any, by such amendment or supplement Person specifically for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringuse therein.

Underwritten Registrations. (a) If In connection with any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offeringUnderwritten Offering, the investment banker underwriter or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will underwriters shall be selected by (i) with respect to any Demand Registration, the Majority Holders of Stockholder delivering the Demand Notice with respect thereto (or, if both Stockholders are participating in such Transfer Restricted Securities Demand Registration, by both Stockholders as agreed in good faith), which selection shall be subject to approval by the Corporation, not to be included unreasonably withheld, conditioned or delayed, (ii) with respect to any Underwritten Shelf Take-Down, the initiating Stockholder that delivers the Take-Down Notice (or, if both Stockholders are participating in such Underwritten Shelf Take-Down, by both Stockholders as agreed in good faith), which selection shall be subject to approval by the Corporation, not to be unreasonably withheld, conditioned or delayed and (iii) with respect to any other offering. (b) , including any Piggyback Registration, the Corporation. No person Person may participate in any underwritten registration Underwritten Registration hereunder unless such person Person (i) agrees to sell such person’s Transfer Restricted the Registrable Securities it desires to have covered by a Registration Statement on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company provided that such Person shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is make any representations or warranties other than those related to title and ownership of such Person’s Registrable Securities being sold and as to the accuracy and completeness of statements made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to in a Registration Statement Statement, Prospectus, offering circular, or other document in reliance upon and Prospectus in connection conformity with an underwritten offeringwritten information furnished to the Corporation or the managing underwriters, the Company may delay the filing of any if any, by such amendment or supplement Person specifically for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringuse therein.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) such Transfer Restricted Securities with an aggregate market value of at least $100,000,000 shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Company, subject to the prior written consent of the Majority Holders of such Transfer Restricted Securities to Holders, which consent shall not be included in such offeringunreasonably withheld. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by any the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Notice Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering. offering (b) provided that Holders of Shares issued upon conversion of the Notes shall not be deemed Holders of Shares, but shall be deemed to be Holders of the aggregate principal amount of the Notes from which such Shares were converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) . Notwithstanding anything any other provisions of this Agreement to the contrary contained hereincontrary, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal the expenses of the Company (including, without limitation, salaries an underwritten offering of officers and employees performing legal and accounting duties) in connection with any Registrable Securities pursuant to this Section 8 unless such underwritten offeringoffering is for Registrable Securities in the aggregate principal amount of at least $50,000,000 and shall not be required to pay any underwriter discount, commission or similar fees related to the sale of the Registrable Securities.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Demand Registration are to be sold in is an underwritten offering, the Investor Shareholder(s) who deliver(s) the Demand Notice shall have the right to select the investment banker or investment bankers and manager or managers that will to administer the offering (“Managing Underwriters”) will be selected offering, subject to approval by the Majority Holders of such Transfer Restricted Securities Company, not to be included in such offeringunreasonably withheld. (b) No person Notwithstanding any contrary provision herein, no Shareholder may participate in any underwritten registration hereunder unless such person Shareholder (i) agrees to sell such person’s Transfer Restricted the Registrable Securities it desires to have covered by the Demand Registration on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided that such Shareholder shall not be required to make any representations or warranties other than representations and warranties substantially the same as the representation and warranties of the selling shareholders set forth in the underwriting agreement, dated __, 2012 relating to the Initial Public Offering. (c) Notwithstanding anything to the contrary contained herein, (i) If the Company shall not be required to cooperate with an underwritten offering unless receives a request Demand Notice from either the Nuclobel Group or the News Group for an underwritten offering any Demand Registration that is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay shall provide prompt written notice to the other Investor Shareholders and the Management Shareholders of the Demand Registration (such notice to include the proposed form and timing of such offering and the number of Registrable Securities subject to such Demand Notice) no later than five (5) business days prior to the commencement of any marketing efforts for the underwritten offering (or in the case of a Demand Registration that is not a Shelf Registration, not later than five (5) business days following the initial filing of any the applicable Registration Statement). Subject to paragraph (d) below, the Company, such amendment or supplement for up other Investor Shareholders and the Management Shareholders shall have the opportunity to 120 days if include in such Registration Statement the number of Registrable Securities as each such Person may request; provided such holders must notify the Company and the Investor Shareholder who delivered the Demand Notice of the number of Registrable Securities it requests to include in good faith has the Demand Registration as soon as practicable, but in no event later than 5:00 pm on the second business day prior to the commencement of any marketing efforts for the underwritten offering (or in the case of a valid Demand Registration that is not a Shelf Registration, not later than the second business reason for such delay provided that nothing in this clause (iii) limits day following the delivery of the Company’s obligations under Section 1, and notice). (ivd) If the Company shall not managing underwriter or underwriters of such underwritten offering advise the holders including Registrable Securities in such offering in writing that in its view the total number or dollar amount of Shares proposed to be required sold in such offering is such as to pay more than an aggregate adversely affect the success of $200,000 of registration-related expenses, in addition to internal expenses of the Company such offering (including, without limitation, salaries securities proposed to be included by other holders of officers and employees performing legal and accounting duties) securities entitled to include securities in connection with any such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such underwritten offering the number or dollar amount of Shares that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (a) first, pro rata among the Nuclobel Group and the members of the News Group, in each case, on the basis of the percentage of the Registrable Securities requested to be included in such underwritten offering by such holders; (b) second, the securities for which inclusion in such underwritten offering was requested by the Company; and (c) third, the securities for which inclusion in such underwritten offering was requested by the Management Shareholders, pro rata among such requesting Management Shareholders based on the percentage of the total outstanding Shares then owned by each such requesting Management Shareholder; provided, however, that if such underwritten offering is prior to the Lapse Date, the number of Registrable Securities to be included therein shall be determined as provided in Section 2.1.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by included in any Shelf Demand Registration are to be sold in an underwritten offeringUnderwritten Offering, the Holders holding a majority of the Registrable Securities included in the Demand Notice may select an investment banker or investment bankers and manager or managers to manage the Underwritten Offering, provided that such investment banker or bankers and managers is (are) reasonably acceptable to the Company. If any Piggyback Registration is an Underwritten Offering, the Company will have the exclusive right to select the investment banker or investment bankers and managers to administer the offering (“Managing Underwriters”) will be selected offering. If requested by the Majority underwriters for any Underwritten Offering in which a Holder participates as selling shareholder, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance to the Holders of if any such Transfer Restricted Securities to be included Holder is participating as a selling Holder in such offering. (b) No person may participate in any underwritten registration hereunder unless Underwritten Offering and shall contain such person (i) agrees to sell representations and warranties by, and such person’s Transfer Restricted Securities other agreements on the basis reasonably provided part of, the Company and such other terms as are generally prevailing in any underwriting arrangements approved by agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the same terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary as those contained herein; provided, (i) however, that the Company shall not be required to cooperate make any representations or warranties to any Holder with respect to written information specifically provided by a selling Holder for inclusion in the registration statement. Such underwriting agreement shall also contain such representations and warranties by the participating Holders with respect to title and ownership of shares as are customary in agreements of that type. Any Holder participating in an underwritten offering unless a request for an underwritten offering is made by holders Underwritten Offering may, before any Registration Statement becomes effective, withdraw his or its Registrable Securities from inclusion therein, should the terms of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall sale not be obligated satisfactory to cooperate with more than one underwritten offering such Holder, however, if the Holder who initiated the Underwritten Offering pursuant to this Agreementthe exercise of its rights under Section 2 so withdraws, (iii) upon receipt such registration shall be deemed to have occurred for the purposes of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offeringSection 2(a)(ii), the Company may delay the filing of unless such Holder pays within 20 days after any such amendment or supplement for up to 120 days if withdrawal, all of the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registrationout-related expenses, in addition to internal of-pocket expenses of the Company (includingincurred in connection with such registration. The Company and the Holders agree that, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any Underwritten Offering hereunder, they shall agree to any restrictions required by the underwriters on the sale of Common Shares or other securities by such underwritten party after the completion of the Underwritten Offering; provided, however, that the period of such restrictions shall not exceed 90 days in connection with any offering.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities Common Stock on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 6 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 5(b)(xxii) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any No Holder of the Transfer Restricted Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering. (b) No person may participate in any underwritten registration hereunder pursuant to a Registration Statement filed under this Agreement unless such person Holder (a) agrees to (i) agrees to sell such person’s Transfer Restricted Holder's Registrable Securities on the basis reasonably provided in and in compliance with any underwriting arrangements approved by the persons entitled hereunder Holders of not less than a majority of the Registrable Securities to approve such arrangements be sold thereunder and (ii) comply with Rules 101, 102 and 104 of Regulation M under the Exchange Act and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made . Each Holder of Warrants and Registrable Securities whose Warrants and Registrable Securities are covered by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement filed pursuant to Sections 2.1 and Prospectus in connection 2.2 and are to be sold thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters with respect to an underwritten offeringpublic offering (including any underwritten public offering with respect to which registration rights are not available to holders of the Warrants), the Company may delay the filing not to effect any public sale or distribution of any such amendment Warrants and Registrable Securities or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses securities of the Company of the same class as any securities included in such Registration Statement, including a sale pursuant to Rule 144 (includingexcept as part of such underwritten offering), without limitationduring the 30-day period prior to, salaries and during the 180-day period beginning on, the closing date of officers each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or such managing underwriter or underwriters. The provisions of the foregoing paragraph shall not apply to any Holders of Warrants and employees performing legal and accounting duties) Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in connection with its request to participate in any such underwritten offering, not to effect any public sale or distribution of any Warrants and Registrable Securities commencing on the date of sale of such Warrants and Registrable Securities unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided, further, that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person Person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person Person (i) agrees to sell such personPerson’s Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. In connection with any Demand Registration and/or any Shelf Underwritten Offering (a) including any Underwritten Block Trade), the Major Shareholders shall jointly have the right to designate the lead managing underwriters and each other managing underwriter (whether or not any Major Shareholder participates in such Demand Registration and/or Shelf Underwritten Offering), except that if only one Major Shareholder participates in such Demand Registration and/or Shelf Underwritten Offering, then such Major Shareholder shall have the right to designate the lead managing underwriters and each other managing underwriter in consultation with the non-participating Major Shareholder. If the Corporation initiates a registration on its own behalf, and if any of the Transfer Restricted Major Shareholders own Registrable Securities covered by any Shelf Registration that are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering. (b) registration, the Major Shareholders shall jointly have the right to designate the lead managing underwriters, and each other managing underwriter, in connection with any underwritten offering pursuant to such registration; provided that, in each case, each such underwriter is reasonably satisfactory to the Corporation, which approval shall not be unreasonably withheld or delayed. No person Person may participate in any underwritten registration hereunder unless such person Person (i) agrees to sell such person’s Transfer Restricted the Registrable Securities it desires to have covered by the underwritten registration on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company provided that such Person shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is make any representations or warranties other than those related to title and ownership of such Person’s shares and as to the accuracy and completeness of statements made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to in a Registration Statement Statement, Prospectus, offering circular, or other document in reliance upon and Prospectus in connection conformity with an underwritten offering, written information furnished to the Company may delay Corporation or the filing of any managing underwriter by such amendment or supplement Person for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringuse therein.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be Notes included in such offering. (b) offering and shall be reasonably acceptable to the Issuer. No person Holder of Transfer Restricted Notes may participate in any underwritten registration hereunder hereunder, unless such person Holder (ia) agrees to sell such person’s Holder's Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything Each Holder of Transfer Restricted Notes agrees, if requested (pursuant to a timely written notice), by the contrary contained herein, (i) the Company shall not be required to cooperate with managing underwriters in an underwritten offering unless or by a request for placement agent in a private offering of the Issuer's debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) or Rule 144A under the Securities Act, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons), of any of the Notes except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering is made by holders of 33-1/3% offering. The foregoing provisions shall not apply to any Holder of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment Notes if such Holder is prevented by applicable statute or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of regulation from entering into any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringagreement.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering. offering and shall be reasonably acceptable to the Company (b) such acceptance not to be unreasonably withheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) . Notwithstanding anything to the contrary contained herein, (i) the Company and the Guarantors shall not be required to cooperate with an underwritten offering unless a request for an any underwritten offering is made by holders Holders of 33-1/3at least 10% of Transfer Restricted the aggregate principal amount of Securities outstanding, covered by a Shelf Registration Statement; (ii) the Company and the Guarantors shall not be obligated to cooperate with more than one two underwritten offering offerings pursuant to this Agreement, ; (iii) upon receipt of a request to prepare and file an amendment or supplement to a Shelf Registration Statement and Prospectus or prospectus in connection with an any underwritten offering, the Company and the Guarantors may delay the filing of any such amendment or supplement for up to 120 days if the Company as specified in good faith has a valid business reason for such delay provided Section 3(w) hereof; provided, however that nothing in this clause (iii) limits the Company’s and the Guarantors’ obligations under Section 1, ; and (iv) the Company and the Guarantors shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal bear all fees and expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringoffering as specified in Section 4 hereof.

Underwritten Registrations. (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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority (on a fully converted basis) of such Transfer Restricted Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (b) Each Holder of Transfer Restricted Securities agrees, if requested (pursuant to a timely written notice) by the managing underwriters in an underwritten offering or placement agent in a private offering of the Company's securities, not to effect any sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons of any of the Notes, in the case of an offering of the Company's debt securities, or the Common Stock, in the case of an offering of the Company's equity securities), during the period ending 90 days after the closing date of the underwritten offering. (c) Notwithstanding anything to the contrary contained hereinThe Initial Purchasers and all Holders of Transfer Restricted Securities agree that, (i) notwithstanding any other term or provision hereof, the Company shall not be required to cooperate with an underwritten offering enter into any agreements (including underwriting agreements) or take any other actions contemplated by Section 4(l) hereof unless a request for an underwritten offering is made requested in writing by the holders of 33-1/3at least 50% of the Transfer Restricted Securities (on a fully converted basis) sold to the Initial Purchasers pursuant to the Purchase Agreement. The foregoing provisions shall not apply to any Holder of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment if such Holder is prevented by applicable statute or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of regulation from entering into any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringagreement.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable 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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in the principal amount at maturity of such Transfer Restricted Registrable Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person Holder of Registrable Securities may participate in any underwritten registration hereunder unless such person Holder (i) agrees to sell such person’s Transfer Restricted its Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything Each Holder of Registrable Securities agrees, if requested (pursuant to a timely written notice) by the contrary contained herein, (i) the Company shall not be required to cooperate with managing underwriters in an underwritten offering unless made pursuant to a request for Shelf Registration Statement, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Notes, in the case of an underwritten offering is made by holders of 33-1/3% the Notes, or the Common Stock, in the case of Transfer Restricted Securities outstandingan underwritten offering of shares of Common Stock constituting Registrable Securities, (iiduring the period beginning 10 days prior to, and ending 90 days after, the closing date of such underwritten offering. The foregoing provisions of Section 9(b) the Company shall not apply to any Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. (c) If any of the Registrable Securities covered by any Shelf Registration are to be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus sold in connection with an underwritten offering, the Company may delay underwriters, their controlling persons and their respective officers, directors, employees, representatives and agents shall be entitled to indemnity (substantially similar to the filing indemnity set forth in Section 7 of any such amendment or supplement for up to 120 days if the Agreement) from the Company and the Holders, which indemnity may be set forth in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringunderwriting agreement.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any included under the 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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority of the shares of Common Stock included among such Transfer Restricted Securities (calculated as if all of the then outstanding Preferred Stock or Notes were converted into Common Stock at the time of such selection), provided, however, that such managing underwriters shall be reasonably satisfactory to the Company and the Company shall not be included in such offering. (b) obligated to arrange for more than one underwritten offering during the Effectiveness Period. No person Person may participate in any underwritten registration hereunder unless such person Person (i) agrees to sell such person’s Person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements. arrangements and (ciii) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3at least 20% of the outstanding Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus are included in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders.

Underwritten Registrations. (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 manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. (b) offering and shall be reasonably acceptable to the Issuer. The Issuer and the Guarantors shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No person Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such person Holder (ia) agrees to sell such person’s Holder's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything Each Holder of Transfer Restricted Securities agrees, if requested (pursuant to a timely written notice) by the managing underwriters in an underwritten offering or by a placement agent in a private offering of the Issuer's or the Guarantors' debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) or Rule 144A under the Securities Act, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons), of any of the Notes except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions shall not apply to any Holder of Transfer Restricted Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. The Issuer and the Guarantors agree not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Issuer or the Guarantors or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company or any Guarantor substantially similar to the contrary contained herein, Notes (other than (i) the Company shall not be required Notes and (ii) commercial paper issued in the ordinary course of business, during such reasonable and customary period beginning 10 days prior to, and ending 60 days after the closing date of each underwritten offering made pursuant to cooperate with such Registration Statement as the managing underwriters therefor request, without the prior written consent of such managing underwriters of an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to covered by a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up filed pursuant to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering3 hereof.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.. Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and X.X. Xxxxxx Partners (BHCA). June 10, 2008 Page 17

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the electing Holders of at least 33 1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering, (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period and (iii) such Holder does not object to any other Holder including its Transfer Restricted Securities (in whole or in part) in such offering. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiii) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-33 1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided delay; provided, however that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering, (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering and (iii) the Company provides prior written approval, which may be withheld in the Company’s sole discretion. Upon receipt of such a request from the necessary Electing Holders and subject to the foregoing clauses (i), (ii) and (iii), the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by any Shelf Registration Statement pursuant to a Demand Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate number of such Transfer Restricted Registrable Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). 19 No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything to the contrary contained hereinEach Holder of a Warrant or Warrant Shares agrees, if requested (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iiia timely written notice) upon receipt of a request to prepare and file an amendment by the managing underwriter or supplement to a Registration Statement and Prospectus underwriters in connection with an underwritten offering, the Company may delay the filing not to effect any public sale or distribution of any such amendment of the issue being registered or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses similar security of the Company or any securities convertible or exchangeable or exercisable for such securities including a sale pursuant to Rule 144 or Rule 144A (including, without limitation, salaries except as part of officers and employees performing legal and accounting duties) in connection with any such underwritten offering), during the period beginning 10 days prior to, and ending 90 days after, the closing date of each underwritten offering made pursuant to such registration statement (or such shorter period as the managing underwriter or underwriters may agree), to the extent timely notified in writing by the Company or by the managing underwriter or underwriters.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by any Shelf Registration Statement pursuant to a Demand Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Company, subject to the consent of the Holders of a majority in aggregate number of such Transfer Restricted Registrable Securities to be included in such offering. offering (b) which will not be unreasonably withheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything to the contrary contained hereinEach Holder agrees, if requested (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iiia timely written notice) upon receipt of a request to prepare and file an amendment by the managing underwriter or supplement to a Registration Statement and Prospectus underwriters in connection with an underwritten offering, the Company may delay the filing not to effect any public sale or distribution of any such amendment of the issue being registered or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses similar security of the Company or any securities convertible or exchangeable or exercisable for such securities including a sale pursuant to Rule 144 or Rule 144A (including, without limitation, salaries except as part of officers and employees performing legal and accounting duties) in connection with any such underwritten offering), during the period beginning 10 days prior to, and ending 90 days after, the closing date of each underwritten offering made pursuant to such registration statement (or such shorter period as the managing underwriter or underwriters may agree), to the extent timely notified in writing by the Company or by the managing underwriter or underwriters.

Underwritten Registrations. (a) Subject to Section 8(d), any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided, further, that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Xxxxxx returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing delay. (d) Notwithstanding any provision of this Agreement to the contrary, in this clause (iii) limits no event will the distribution of Transfer Restricted Securities take the form of an underwritten offering without the express written consent of the Company’s obligations under Section 1, and (iv) such consent to be solely at the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses discretion of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringCompany.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of Holders; provided, however, such Transfer Restricted Securities underwriter must be reasonably acceptable to be included in such offeringthe Company. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of Exhibit E-26 such underwriting arrangements; and (iii) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all other reasonable expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the reasonable fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities Warrant Shares -------------------------- covered by any Shelf Demand Registration Statement are to be sold in an underwritten public offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders holders of such Transfer Restricted Securities not less than a majority of the Warrant Shares to be included in such offering. (b) sold thereunder and will be reasonably acceptable to the Company. No person holder of Warrant Shares may participate in any underwritten registration hereunder pursuant to a Registration Statement filed under this Warrant unless such person holder (a) agrees to (i) agrees to sell such person’s Transfer Restricted Securities holder's Warrant Shares on the basis reasonably provided in and in compliance with any underwriting arrangements approved by the persons entitled hereunder holders of not less than a majority of the Warrant Shares to approve such arrangements be sold thereunder and (ii) comply with Rules 101, 102 and 104 of Regulation M under the Exchange Act and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) . If the Company shall not has complied with all of its obligations under this Warrant with respect to a Demand Registration or a Piggy-Back Registration relating to an underwritten public offering of Warrant Shares, all holders of Warrants or holders of Warrant Shares upon request of the lead managing underwriter with respect to such offering, will be required not to cooperate with an underwritten offering unless sell or otherwise distribute any Warrant Shares owned by them for a request for an underwritten offering is made by holders period not to exceed 180 days after the consummation of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of Holders; provided, however, such Transfer Restricted Securities underwriter must be reasonably acceptable to be included in such offeringthe Company. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of 25 such underwriting arrangements; and (iii) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all other reasonable expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the reasonable fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the Majority Holders of not less than a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. ; provided, however, that (a) such investment banker or bankers must be reasonably satisfactory to the Company and (b) the Company shall not be required to arrange for or participate in more than one underwritten offering during the Shelf Registration Period. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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 (ciii) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3at least 20% of the aggregate principal amount of all outstanding Transfer Restricted Securities outstandingare included in such underwritten offering. The holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, (ii) including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders. The Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreementresponsible for the fees and disbursements of its counsel, (iii) upon receipt of a request to prepare its independent public accountants and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal printing expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) incurred in connection with any such underwritten offering.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the a Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities Debentures on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disburse­ments of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection connec­tion with an underwritten offering, the Company may delay the filing of any such amendment amend­ment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering, (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period and (iii) such Holder does not object to any other Holder including its Transfer Restricted Securities (in whole or in part) in such offering. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiii) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities -------------------------- covered by any Shelf a Registration Statement filed pursuant to Section 2.1 are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of not less than a majority of the Registrable Securities covered by such Transfer Restricted Registration Statement and will be reasonably acceptable to the Company. If the managing underwriter or underwriters advise the Company and the Holders in writing that in the opinion of such underwriter or underwriters the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of securities that can be sold in such offering, there shall be included in such offering. (b) underwritten offering the amount of Registrable Securities which in the opinion of such underwriter or underwriters can be sold, and such amount shall be allocated pro rata among the Holders of Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder and all Holders. The Holders of Registrable Securities sold in any such offering shall pay all underwriting discounts and commissions of the underwriter or underwriters pro rata; provided, however, that this Section 2.5 shall not relieve the Company of its obligations under Section 2.7 hereof. No person Holder of Registrable Securities may participate in any underwritten registration hereunder unless such person Holder (ia) agrees to sell such person’s Transfer Restricted Holder's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements Holders of not less than a majority of the Registrable Securities and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in a firm commitment underwritten offering (an underwritten offering“Underwritten Offering”), the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.; provided that there shall be no more than two (2) Underwritten Offerings under this agreement. The following provisions shall apply solely in the event of an Underwritten Offering: (ba) No person may participate in any underwritten registration Underwritten Offering hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (b) In connection with an Underwritten Offering pursuant to a Shelf Registration, the Company shall enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. (c) Notwithstanding anything In connection with an Underwritten Offering pursuant to a Shelf Registration, the contrary contained herein, Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the parties described in this paragraph 3(p), by one counsel designated by and on behalf of such parties as described in Section 4 hereof. (d) In connection with an Underwritten Offering pursuant to a Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company shall and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 8(b) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 8(b) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein and (B) as of an applicable time identified by such Holders or managing underwriters, the absence from such prospectus taken together with any other documents identified by such Holders or managing underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not be obligated misleading (in the case of any such incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to cooperate with more than one underwritten offering pursuant to this Agreement, execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) upon receipt of a request its independent public accountants and the independent public accountants with respect to prepare and file an amendment or supplement to a any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and Prospectus any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. (e) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwritten offeringunderwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company may delay will assist such broker-dealer in complying with the filing requirements of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1Rules, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of officers and employees performing legal and accounting dutiesthe Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an Underwritten Offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) in connection with indemnifying any such underwritten offeringqualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering (which shall be no less than $15 million aggregate principal amount); and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Hxxxxx returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities Holders, subject to the approval of the Company, which approval will not be included in such offeringunreasonably withheld or delayed. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 ninety (90) days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. (b) offering and reasonably acceptable to the Issuer. No person Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such person Holder (ia) agrees to sell such person’s Holder's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% Each Holder of Transfer Restricted Securities outstandingagrees, if requested (iipursuant to a timely written notice) by the Company managing underwriters in an underwritten offering or placement agent in a private offering of the Company's or the Guarantors' debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding nonpublic sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Securities except pursuant to an Exchange Offer), during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions shall not be obligated apply to cooperate with more than one any holder of Transfer Restricted Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement. The Issuer and the Guarantors agree without the written consent of the managing underwriters in an underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to Transfer Restricted Securities covered by a Registration Statement filed pursuant to Section 3 hereof, not to effect any public or private sale or distribution of its respective debt securities, including a sale pursuant to Regulation D or Rule 144A under the Securities Act, during the period beginning I 0 days prior to, and Prospectus in connection with an underwritten offeringending 90 days after, the Company may delay closing date of each underwritten offering made pursuant to such Registration Statement provided, however, that such period -------- ------- shall be extended by the filing number of days from and including the date of the giving of any notice pursuant to Section 5(c) (v) or (c) (vi) hereof to and including the date when each seller of Transfer Restricted Securities covered by such amendment or supplement for up to 120 days if Registration Statement shall have received the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses copies of the Company (including, without limitation, salaries of officers and employees performing legal and accounting dutiessupplemented or amended Prospectus contemplated by Section 50) in connection with any such underwritten offeringhereof).

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringoffering (provided that Holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed Holders of Common Stock, but shall be deemed to be Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company and the Guarantor shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company and the Guarantor shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company and the Guarantor may delay the filing of any such amendment or supplement for up to 120 days if the Company and the Guarantor in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company and the Guarantor shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company and the Guarantor (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by any Shelf a Registration Statement filed pursuant to Section 2.1 are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of not less than a majority of the Registrable Securities covered by such Transfer Restricted Registration Statement and will be reasonably acceptable to the Company. If the managing underwriter or underwriters advise the Company and the Holders in writing that in the opinion of such underwriter or underwriters the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of securities that can be sold in such offering, there shall be included in such offering. (b) underwritten offering the amount of Registrable Securities which in the opinion of such underwriter or underwriters can be sold, and such amount shall be allocated pro rata among the Holders of Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder and all Holders. The Holders of Registrable Securities sold in any such offering shall pay all underwriting discounts and commissions of the underwriter or underwriters pro rata; provided, however, that this Section 2.5 shall not relieve the Company of its obligations under Section 2.7 hereof. No person Holder of Registrable Securities may participate in any underwritten registration hereunder unless such person Holder (ia) agrees to sell such person’s Transfer Restricted Holders Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements Holders of not less than a majority of the Registrable Securities and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. If the Required Holders intend to distribute the Registrable Securities by means of an underwriting (awhether it is on a firm commitment or best efforts (i.e., registered direct) If basis), they shall so advise the Company in writing and the Company shall give written notice thereof to all holders of Registrable Securities within ten (10) days of the receipt of such notice. In such event, the right of any such holder to include such holder’s Registrable Securities in such underwriting shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the holders participating in the underwriting and such holder) to the extent provided herein. A majority in interest of the holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such holders; provided, however, that no holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such holder’s ownership of shares and authority to enter into the Transfer Restricted Securities covered underwriting agreement and to such holder’s intended method of distribution, and the liability of such holder shall be limited to an amount equal to the net proceeds from the offering received by such holder. Notwithstanding any Shelf Registration are other provision of this Section 2(c), if the underwriter advises a holder that marketing factors require a limitation of the number of shares to be sold underwritten, then the holder shall so advise the Company and the Company shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in an the underwriting shall be allocated as follows: (i) first, among the Buyers that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the investment banker or investment bankers and manager or managers that will administer aggregate amount of Registrable Securities held by all such Buyers, until such Buyers have included in the offering (“Managing Underwriters”) will be selected underwriting all shares requested by the Majority Holders of such Transfer Restricted Securities Buyers to be included in such offering. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstandingincluded, (ii) then, among other holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the holders of Registrable Securities participating in a registration referred to in this Section 2(c), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. The Company shall be obligated to effect only two (2) underwritten registrations under this 2(c) (an offering which is not consummated shall not be obligated to cooperate with more than one underwritten offering pursuant to counted for this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringpurpose).

Underwritten Registrations. (a) If any of the Transfer Restricted Securities (including the Additional Securities and the Initial Securities, in each case to the extent that such Securities are Transfer Restricted Securities) covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. (b) offering and reasonably acceptable to the Issuer. No person Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such person Holder (ia) agrees to sell such personHolder’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% Each Holder of Transfer Restricted Securities outstandingagrees, if requested (iipursuant to a timely written notice) by the Company managing underwriters in an underwritten offering or placement agent in a private offering of the Company’s or the Guarantors’ debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144 and Rule 144A, but excluding nonpublic sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Securities except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions shall not be obligated apply to cooperate with more than one any holder of Transfer Restricted Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement. The Issuer and the Guarantors agree without the written consent of the managing underwriters in an underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to Transfer Restricted Securities covered by a Registration Statement filed pursuant to Section 3 hereof, not to effect any public or private sale or distribution of its respective debt securities, including a sale pursuant to Regulation D or Rule 144A under the Securities Act, during the period beginning 10 days prior to, and Prospectus in connection with an underwritten offeringending 90 days after, the Company may delay closing date of each underwritten offering made pursuant to such Registration Statement (provided, however, that such period shall be extended by the filing number of days from and including the date of the giving of any notice pursuant to Section 5(c)(v) or (c)(vi) hereof to and including the date when each seller of Transfer Restricted Securities covered by such amendment or supplement for up to 120 days if Registration Statement shall have received the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses copies of the Company (including, without limitation, salaries of officers and employees performing legal and accounting dutiessupplemented or amended Prospectus contemplated by Section 5(j) in connection with any such underwritten offeringhereof).

Underwritten Registrations. (a) 1. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. (b) offering and reasonably acceptable to the Issuers. No person Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such person Holder (i) agrees to sell such person’s Holder's Transfer Restricted Securities on the basis reasonably provided in any customary underwriting arrangements approved by the persons entitled hereunder to approve such arrangements entered into in connection therewith 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. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% 2. Each Holder of Transfer Restricted Securities outstandingagrees, if requested (iipursuant to a timely written notice) by the Company managing underwriters in an underwritten offering or placement agent in a private-offering of the, Company's debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Securities except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions shall not apply to any Holder of Transfer Restricted Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. The Issuers agree, without the written consent of the managing underwriters in an underwritten offering of Transfer Restricted Securities covered by a Registration Statement filed pursuant to Section 3 hereof, not to effect any public or private sale or distribution of their respective debt securities, including a sale pursuant to Regulation D or Rule 144A under the Securities Act, during the period beginning 10 days prior to, and ending 90 days after, the closing date of each underwritten offering made pursuant to such Registration Statement; provided, however, that such period shall be obligated extended by the number of days from and including the date of the giving of any notice pursuant to cooperate with Section 5(c)(v) or S(c)(vi) hereof to and including the date when each seller of Transfer Restricted Securities covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof and provided further, that no such offering restriction shall apply to more than one such underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registrationper twelve-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringmonth period.

Underwritten Registrations. (a) If In connection with any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offeringUnderwritten Offering, the investment banker underwriter or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will underwriters shall be selected by (i) with respect to any Demand Registration, the Majority Holders of such Transfer Restricted Securities Sponsor Stockholders delivering the Demand Notice with respect thereto, which selection shall be subject to approval by the Corporation, not to be included in such unreasonably withheld, conditioned or delayed, (ii) with respect to any Underwritten Shelf Take-Down, the initiating Sponsor Stockholder that delivers the Take-Down Notice, which selection shall be subject to approval by the Corporation, not to be unreasonably withheld, conditioned or delayed, and (iii) with respect to any other offering. , including any Piggyback Registration (b) other than an Initial Public Offering), the Corporation; provided, however, that none of the underwriters with respect to any offering may be an Affiliate of any Sponsor Stockholder without the consent of the other Sponsor Stockholders. No person Person may participate in any underwritten registration Underwritten Registration hereunder unless such person Person (i) agrees to sell such person’s Transfer Restricted the Registrable Securities it desires to have covered by a Registration Statement on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company provided that such Person shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is make any representations or warranties other than those related to title and ownership of such Person’s Registrable Securities being sold and as to the accuracy and completeness of statements made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to in a Registration Statement Statement, Prospectus, offering circular, or other document in reliance upon and Prospectus in connection conformity with an underwritten offeringwritten information furnished to the Corporation or the managing underwriters, the Company may delay the filing of any if any, by such amendment or supplement Person specifically for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringuse therein.

Underwritten Registrations. (a) If any Eligible Holder or Holders desire to sell Transfer Restricted Securities covered by any Shelf Registration in an underwritten offering, they shall notify the Company in writing of such desire (the "Underwriting Request"). The Underwriting Request shall include: the aggregate principal amount of Notes proposed to be offered, the proposed underwriter or underwriters and the proposed date of offering (which shall not be less than twenty Business Days after such notice). The Company shall have five Business Days from the date of such notice to inform such Eligible Holders of whether or not the Company reasonably objects to such underwritten offering, it being understood that in no instance shall the Company be deemed to be acting unreasonably in objecting to any proposed underwritten offering if the aggregate market value of such aggregate principal amount of Notes proposed to be offered is less than $30 million as determined by the average price of the Notes over the 10 days prior to the date of the Underwriting Request. The Company shall not be obligated (but may agree) to participate in any "roadshow" or other marketing activities with regards to any such underwritten offering. (b) If any of the Transfer Restricted Securities covered by any Shelf Registration Registra tion are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Eligible Holders of a majority in aggregate outstanding principal amount of such Transfer Restricted Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything Each Eligible Holder of Transfer Restricted Securities agrees, if requested (pursuant to a timely written notice) by the contrary contained hereinmanaging underwriters in an underwritten offering, not to effect any private sale or distribution (iincluding a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Notes, in the case of an offering of the Company's debt securities, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions of this Section 9(c) shall not apply to any Eligible Holder of Transfer Restricted Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. (d) Subject to Section 9(a) hereof, the Initial Purchaser and all Holders of Transfer Restricted Securities agree that, notwithstanding any other term or provision hereof, the Company shall not be required to cooperate with an underwritten offering use its reasonable best efforts to enter into any agreements (including underwriting agreements) or take any other actions contemplated by Section 5(m) hereof unless requested in writing by the Holders of at least a request for an underwritten offering is made by holders majority in aggregate outstanding principal amount of 33-1/3% of the Transfer Restricted Securities outstanding, (ii) sold to the Company shall not be obligated to cooperate with more than one underwritten offering Initial Purchaser pursuant to this the Purchase Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in principal amount (and number of shares, if applicable) of such Transfer Restricted Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, the Company shall not be obligated to arrange for more than one underwritten offering during the term hereof. No person Holder may participate in any underwritten registration hereunder unless such person Holder (i) agrees to sell such person’s its Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and (iii) at least 25% of the outstanding Transfer Restricted Securities are included in such underwritten offering. (b) Each Holder agrees, if requested (pursuant to a timely written notice) by the managing underwriters in an underwritten offering made pursuant to a Shelf Registration Statement, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Notes, in the case of an underwritten offering of the Notes, or the Common Stock, in the case of an underwritten offering of shares of Common Stock constituting Transfer Restricted Securities, during the period beginning 10 days prior to, and ending 90 days after, the closing date of such underwritten offering. The foregoing provisions of Section 9(b) shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement. (c) Notwithstanding anything to If any of the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not covered by any Shelf Registration are to be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus sold in connection with an underwritten offering, the Company may delay underwriters, their controlling persons and their respective officers, directors, employees, representatives and agents, shall be entitled to indemnity (substantially similar to the filing indemnity set forth in Section 7 of any such amendment or supplement for up to 120 days if the Agreement) from the Company and the Holders, which indemnity may be set forth in good faith has a valid business reason an underwriting agreement. (d) The selling Holders participating in any underwritten offering shall be responsible for such delay provided that nothing in this clause (iii) limits any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the Company’s obligations under Section 1, selling securityholders and (iv) shall reimburse the Company shall not be required to pay more than an aggregate for the fees and disbursements of $200,000 of registration-related expensesits counsel, in addition to internal its independent public accountants and any printing expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) incurred in connection with any such underwritten offeringofferings.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the Majority Notice Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. offering (b) provided that the Holders of Common Stock issued upon conversion of Notes shall not be deemed Holders of Common Stock, but shall be deemed to be Holders of the aggregate principal amount of Notes from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) . Notwithstanding anything any other provisions of this Agreement to the contrary contained hereincontrary, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal the expenses of the Company (including, without limitation, salaries an underwritten offering of officers and employees performing legal and accounting duties) in connection with any Transfer Restricted Securities pursuant to this Section 8 unless such underwritten offeringoffering is for Transfer Restricted Securities in the aggregate principal amount of at least $50,000,000 and shall not be required to pay any underwriter discount, commission or similar fees related to the sale of the Transfer Restricted Securities.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) Holders of at least 15.0% in aggregate amount of the Transfer Restricted Securities (on an as-exercised and as-converted basis) shall request such an offering and (ii) at least such aggregate amount of such Transfer Restricted Securities or Transfer Related Securities with an aggregate value of at least $50 million shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than two underwritten offerings during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such a majority of Transfer Restricted Securities requesting such underwritten offering. The Company shall make all such filings with the Commission, including filing all necessary post effective amendments and supplements, as necessary to effect the offer and sale of Transfer Restricted Securities sought to be included sold in such offeringunderwritten effort. (b) No person may participate in any underwritten registration hereunder offering unless such person (i) agrees to sell such person’s Transfer Restricted Securities Common Stock on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. No securities other than Transfer Restricted Securities shall be offered in such underwriting. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions subject to the contrary contained herein, (i) the Section 6 and Section 7 and fees and expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 5(b)(xxii) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay shall be entitled to suspend the filing effectiveness of any such amendment or supplement for up the Shelf Registration statement pursuant to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause Section 5(b)(ii). (iiid) limits the Company’s obligations under Section 1, and (iv) the The Company shall not be required take all such other actions as the Holders or the Managing Underwriters participating in an underwritten offering pursuant to pay more than an aggregate this Section 9 may reasonably request in order to expedite or facilitate such offering of $200,000 of registration-related expenses, in addition to internal expenses senior management of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) to provide customary due diligence assistance in connection with any offering and to participate in customary “road show” presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock. Each Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwritten offeringUnderwriters also be made to and for such Holder’s benefit and that any or all of the conditions precedent to the obligations of such Underwriters under such underwriting agreement also be conditions precedent to its obligations. No Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements that are customary and reasonably requested by the Underwriters, provided, that such representations and warranties shall not relate to Company or its business or operations. If any Holder disapproves of the terms of an underwriting, such Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriters.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable 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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in amount of such Transfer Restricted Registrable Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person Holder of Registrable Securities may participate in any underwritten registration hereunder unless such person Holder (i) agrees to sell such person’s Transfer Restricted its Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything Each Holder of Registrable Securities agrees, if requested (pursuant to a timely written notice) by the contrary contained herein, (i) the Company shall not be required to cooperate with managing underwriters in an underwritten offering unless made pursuant to a request for Shelf Registration Statement, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Debentures, in the case of an underwritten offering is made by holders of 33-1/3% the Debentures, or the Common Stock, in the case of Transfer Restricted Securities outstandingan underwritten offering of shares of Common Stock constituting Registrable Securities, (iiduring the period beginning 10 days prior to, and ending 90 days after, the closing date of such underwritten offering. The foregoing provisions of Section 9(b) the Company shall not apply to any Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. (c) If any of the Registrable Securities covered by any Shelf Registration are to be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus sold in connection with an underwritten offering, the Company may delay underwriters, their controlling persons and their respective officers, directors, employees, representatives and agents shall be entitled to indemnity (substantially similar to the filing indemnity set forth in Section 7 of any such amendment or supplement for up to 120 days if the Agreement) from the Company and the Holders, which indemnity may be set forth in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringunderwriting agreement.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities 's Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. If the Required Holders intend to distribute the Registrable Securities by means of an underwriting (awhether it is on a firm commitment or best efforts (i.e., registered direct) If basis), they shall so advise the Company in writing and the Company shall give written notice thereof to all holders of Registrable Securities within ten (10) days of the receipt of such notice. In such event, the right of any such holder to include such holder’s Registrable Securities in such underwriting shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the holders participating in the underwriting and such holder) to the extent provided herein. A majority in interest of the holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such holders; provided, however, that no holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such holder’s ownership of shares and authority to enter into the Transfer Restricted Securities covered underwriting agreement and to such holder’s intended method of distribution, and the liability of such holder shall be limited to an amount equal to the net proceeds from the offering received by such holder. Notwithstanding any Shelf Registration are other provision of this Section 2(c), if the underwriter advises a holder that marketing factors require a limitation of the number of shares to be sold underwritten, then the holder shall so advise the Company and the Company shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in an the underwriting shall be allocated as follows: (i) first, among the Buyers that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the investment banker or investment bankers and manager or managers that will administer aggregate amount of Registrable Securities held by all such Buyers, until such Buyers have included in the offering (“Managing Underwriters”) will be selected underwriting all shares requested by the Majority Holders of such Transfer Restricted Securities Buyers to be included in such offering. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstandingincluded, (ii) then, among other holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (iii) thereafter, among all other holders of Common Shares, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Common Shares owned by such holders. Without the consent of a majority in interest of the holders of Registrable Securities participating in a registration referred to in this Section 2(c), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. The Company shall be obligated to effect only one (1) underwritten registrations under this 2(c) (an offering which is not consummated shall not be obligated to cooperate with more than one underwritten offering pursuant to counted for this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringpurpose).

Underwritten Registrations. (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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority (on a fully converted basis) of such Transfer Restricted Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (b) Each Holder of Transfer Restricted Securities agrees, if requested (pursuant to a timely written notice) by the managing underwriters in an underwritten offering or placement agent in a private offering of the Company's securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons of any of the Notes, in the case of an offering of the Company's debt securities, or the Common Stock, in the case of an offering of the Company's equity securities), during the period ending 90 days after the closing date of the underwritten offering. (c) Notwithstanding anything to the contrary contained hereinThe Initial Purchasers and all Holders of Transfer Restricted Securities agree that, (i) notwithstanding any other term or provision hereof, the Company shall not be required to cooperate with an underwritten offering enter into any agreements (including underwriting agreements) or take any other actions contemplated by Section 4(1) hereof unless a request for an underwritten offering is made requested in writing by the holders of 33-1/3at least 50% of the Transfer Restricted Securities (on a fully converted basis) sold to the Initial Purchasers pursuant to the Purchase Agreement. The foregoing provisions shall not apply to any Holder of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment if such Holder is prevented by applicable statute or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of regulation from entering into any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringagreement.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of Holders; provided, however, that such Transfer Restricted Securities underwriters must be reasonably satisfactory to be included in such offeringthe Company. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all reasonable expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the reasonable fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Notice Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering (which shall be no less than $15 million aggregate principal amount); and provided further that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) or Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (a) If any The Holders of the Transfer Restricted Securities covered by any the Resale Shelf Registration are Statement who desire to be sold do so may sell such securities in an underwritten offering in accordance with the conditions set forth below. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by by, and the Majority underwriting arrangements with respect thereto will be approved by, the Holders of such Transfer Restricted a majority of the Securities to be included in such offering. (b) No person may participate in any underwritten registration hereunder unless such person ; provided, however, that (i) agrees with respect to sell the investment bankers and managers, such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved investment bankers and managers will be selected by such Holders subject to approval by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnairesCompany, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company which approval shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstandingunreasonably withheld, and (ii) the Company shall not be obligated to cooperate with arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) at least 25% of the outstanding Transfer Restricted Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders to the extent not required to be paid by the Company pursuant to this AgreementSection 3 hereof. Notwithstanding the foregoing or the provisions of Section 2(l) hereof, (iii) upon receipt of a request from the managing underwriter or a representative of Holders of a majority of the Transfer Restricted Securities outstanding to prepare and file an amendment or supplement to a the Resale Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company as set forth in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering2(h).

Underwritten Registrations. (ai) No Seller may participate in any Underwritten Registration hereunder unless such holder (A) agrees to sell his, her or its Registrable Securities on the basis provided in any underwriting arrangements or agreements approved by the persons who have selected the underwriter and (B) accurately completes, in a timely manner, and executes all questionnaires, powers of attorney, escrow agreements, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements; provided, however, that no Seller will be required to provide representations and warranties or indemnities or otherwise become subject to liabilities or obligations in any such underwriting agreement that are not customary for investors of its type in such transaction. (ii) Each holder of Registrable Securities that is participating in a registration of the Registrable Securities pursuant to this Section 8.7, including without limitation an Incidental Registration or an Underwritten Registration, agrees, if requested by the managing underwriter or underwriters in an Underwritten Offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securities (except as part of such Underwritten Registration), including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the ten (10)-day period prior to, and during the one hundred eighty (180)-day period, or such lesser period as the managing underwriter or underwriters may require, beginning on, the effective date of such registration statement, to the extent timely notified of such offering in writing by Parent or the managing underwriter or underwriters. For the avoidance of doubt, the holders of Registrable Securities who are eligible to participate but are not participating in any registration pursuant to this Section 8.7, including without limitation an Incidental Registration or an Underwritten Registration, shall not be subject to the limitations of this Section 8.7(e)(ii). (iii) If any of the Transfer Restricted Registrable Securities covered by any Shelf Incidental Registration are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will administer and underwrite the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringParent. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in amount of such Transfer Restricted Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person Holder may participate in any underwritten registration hereunder unless such person Holder (i) agrees to sell such person’s its Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything Each Holder agrees, if requested (pursuant to a timely written notice) by the contrary contained herein, (i) the Company shall not be required to cooperate with managing underwriters in an underwritten offering unless made pursuant to a request for Registration Statement, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Debentures, in the case of an underwritten offering of the Debentures, or the Common Stock, in the case of an underwritten offering of shares of Common Stock constituting Transfer Restricted Securities, during the period beginning 10 days prior to, and ending 90 days after, the closing date of such underwritten offering. The foregoing provisions of Section 9(b) shall not apply to any Holder if such Holder is made prevented by holders applicable statute or regulation from entering into any such agreement. (c) If any of 33-1/3% of the Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a covered by any Registration Statement and Prospectus are to be sold in connection with an underwritten offering, the Company may delay underwriters, their controlling persons and their respective officers, directors, employees, representatives and agents shall be entitled to indemnity (substantially similar to the filing indemnity set forth in Section 7 of any such amendment or supplement for up to 120 days if the Agreement) from the Company and the Holders, which indemnity may be set forth in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringunderwriting agreement.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. (b) offering and reasonably acceptable to the Issuer. No person Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such person Holder (ia) agrees to sell such person’s Holder's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% Each Holder of Transfer Restricted Securities outstandingagrees, if requested (iipursuant to a timely written notice) by the Company managing underwriters in an underwritten offering or placement agent in a private offering of the Company's or the Guarantors' debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding nonpublic sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Securities except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions shall not be obligated apply to cooperate with more than one any holder of Transfer Restricted Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement. The Issuer and the Guarantors agree without the written consent of the managing underwriters in an underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to Transfer Restricted Securities covered by a Registration Statement filed pursuant to Section 3 hereof, not to effect any public or private sale or distribution of its respective debt securities, including a sale pursuant to Regulation D or Rule 144A under the Securities Act, during the period beginning 10 days prior to, and Prospectus in connection with an underwritten offeringending 90 days after, the Company may delay closing date of each underwritten offering made pursuant to such Registration Statement (provided, however, that such period shall be extended by the filing number of days from and including the date of the giving of any notice pursuant to Section 5(c) (v) or (c) (vi) hereof to and including the date when each seller of Transfer Restricted Securities covered by such amendment or supplement for up to 120 days if Registration Statement shall have received the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses copies of the Company (including, without limitation, salaries of officers and employees performing legal and accounting dutiessupplemented or amended Prospectus contemplated by Section 5(j) in connection with any such underwritten offeringhereof).

Underwritten Registrations. Any Electing Holder who desires to do so may request to sell Registrable Securities (ain whole or in part) in an underwritten offering; provided that the Electing Holders of (i) at least $40 million aggregate principal amount of the Initial Securities (or if the Initial Securities have been converted into the Underlying Shares, the amount of Initial Securities that such Electing Holder would have held had such Electing Holder not converted shall be included in such offering) shall be included in such underwritten offering and (ii) the Company shall have agreed to such underwritten offering. If any of the Transfer Restricted Registrable Securities covered by any the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the Majority Holders holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering. offering (bprovided that holders of Underlying Shares issued upon conversion of the Initial Securities shall not be deemed holders of Underlying Shares, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Underlying Shares were converted) provided that such Managing Underwriters shall be reasonably acceptable to the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) Any Holder of Transfer Restricted Securities who desires to do so may sell Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Transfer Restricted Securities shall be included in such offering; and provided, further, that the Company shall not be obligated to participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Transfer Restricted Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. If any of the Transfer Restricted Securities covered by any the 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 offering (“Managing Underwriters”) will Underwriters shall be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offeringHolders. (b) No person Person may participate in any underwritten registration hereunder offering pursuant to the Shelf Registration Statement unless such person Person (i) agrees to sell such personPerson’s Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and arrangements; (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) if such Holder is not then a Notice Holder, such Xxxxxx returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(f) hereof within a reasonable amount of time before such underwritten offering. (c) Notwithstanding anything The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to the contrary contained hereinSection 5 hereof, (i) the expenses of their own counsel. The Company shall not be required to cooperate with pay all expenses customarily borne by issuers in an underwritten offering unless a request for an offering, including but not limited to filing fees, the fees and disburse-ments of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering is made by holders offering. Notwithstanding the foregoing or the provisions of 33-1/3% of Transfer Restricted Securities outstandingSection 4(b)(xxiv) hereof, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to a the Shelf Registration Statement and Prospectus in connection connec-tion with an underwritten offering, the Company may delay the filing of any such amendment amend-ment or supplement for up to 120 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringdelay.

Underwritten Registrations. (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 offering (“Managing Underwriters”) will be selected by the Majority Holders of a majority in amount of such Transfer Restricted Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such person Holder (i) agrees to sell such person’s its Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (cb) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% Each Holder of Transfer Restricted Securities outstandingagrees, if requested (iipursuant to a timely written notice) by the Company managing underwriters in an underwritten offering made pursuant to a Shelf Registration Statement, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Notes, in the case of an underwritten offering of the Notes, or the Common Stock, in the case of an underwritten offering of shares of Common Stock constituting Transfer Restricted Securities, during the period beginning 10 days prior to, and ending 90 days after, the closing date of such underwritten offering. The foregoing provisions of Section 9(b) shall not apply to any Holder of Transfer Restricted Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. (c) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus sold in connection with an underwritten offering, the Company may delay underwriters, their controlling persons and their respective officers, directors, employees, representatives and agents shall be entitled to indemnity (substantially similar to the filing indemnity set forth in Section 7 of any such amendment or supplement for up to 120 days if the Agreement) from the Company and the Holders, which indemnity may be set forth in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offeringunderwriting agreement.

Underwritten Registrations. (a) If any Eligible Holder or Holders desire to sell Transfer Restricted Securities covered by any Shelf Registration in an underwritten offering, they shall notify the Company in writing of such desire (the “Underwriting Request”). The Underwriting Request shall include: the aggregate principal amount of Notes proposed to be offered (which shall not be less than $30 million in aggregate principal amount), the proposed underwriter or underwriters and the proposed date of offering (which shall not be less than twenty Business Days after such notice). The Company shall not be obligated (but may agree) to participate in any “roadshow” or other marketing activities with regards to any such underwritten offering. (b) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Eligible Holders of a majority in aggregate outstanding principal amount of such Transfer Restricted Securities to be included in such offering. , subject to the consent of the Company (b) which will not be unreasonably withheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything Each Eligible Holder of Transfer Restricted Securities agrees, if requested (pursuant to a timely written notice) by the contrary contained hereinmanaging underwriters in an underwritten offering, not to effect any private sale or distribution (iincluding a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Notes, in the case of an offering of the Company’s debt securities, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering. The foregoing provisions of this Section 9(c) shall not apply to any Eligible Holder of Transfer Restricted Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement. (d) Subject to Section 9(a) hereof, the Initial Purchasers and all Holders of Transfer Restricted Securities agree that, notwithstanding any other term or provision hereof, the Company shall not be required to cooperate with an underwritten offering use its reasonable best efforts to enter into any agreements (including underwriting agreements) or take any other actions contemplated by Section 5(m) hereof unless requested in writing by the Holders of at least a request for an underwritten offering is made by holders majority in aggregate outstanding principal amount of 33-1/3% of the Transfer Restricted Securities outstanding, (ii) sold to the Company shall not be obligated to cooperate with more than one underwritten offering Initial Purchasers pursuant to this the Purchase Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering. (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s 's obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.