Common use of Additional Registration Rights Clause in Contracts

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to make a Section 690 Application or register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, Issuer shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the Issuer and (iv) the Option Shares.

Additional Registration Rights. If Issuer Optelecom at any time after during the exercise of twelve-month period commencing on the Option Closing Date proposes to make a Section 690 Application or register any shares of Issuer Optelecom Common Stock under the Securities Act of 1933 (the "Securities Act") (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) for sale for its own account in connection with an a firm commitment underwritten public offering of such Issuer Common Stockoffering, Issuer it will promptly give written notice to the Holders Paragon Stockholders of its intention to do so and, upon and of such holders' rights under this section. Upon the written request of any Holder given such holder made within 30 fifteen days after the receipt of any such notice (which request shall specify the number of shares of Issuer Common Optelecom Shares intended to be included in disposed of by such underwritten public offering by the Holderholder), Issuer Optelecom will cause all such shares for which a Holder requests participation in such registration, use its best efforts to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in effect the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor form or a Section 690 Application that relates of all the Optelecom Shares which Optelecom has been so requested to a transaction that could be filed on Form S-4 of register by the Securities Act or any successor form if the Issuer Common Stock was not an Exempt SecurityParagon Stockholders. If the managing underwriter(s) underwriter advises Optelecom in writing that, in its opinion, the amount of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock securities requested to be included in such registration by all selling stockholders exceeds the number amount which can be sold in such offering, Issuer shall only so as to be likely to have an adverse effect on such offering as contemplated by Optelecom (including the price at which Optelecom proposes to sell such securities), then Optelecom will include in such registration such number or dollar (i) first, 100% of the securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of Option Shares securities requested to be included in such registration by selling stockholders which, in the good faith opinion of the such managing underwriter(s)underwriter, can be sold without materially and adversely affecting having the adverse effect referred to above, such offering. Any shares amount to be excluded shall allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be determined included in the following order registration statement by each such stockholder. Unless otherwise agreed by Optelecom, the Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) on the Issuer same terms and (iv) the Option Sharesconditions as other shares of Optelecom Common Stock included in such underwritten offering.

Additional Registration Rights. If Issuer (a) If, at any time after the exercise date of this Agreement, the Option Company proposes to make a Section 690 Application or register any shares of Issuer Common Stock its common stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 ( or an equivalent general registration form then in connection with effect) for purposes of an underwritten public offering or sale by or on behalf of the Company of common stock for its own account (a "primary offering") or upon the request or for the account of any holder (a "Registering Shareholder") of common stock (a "secondary offering"), or for purposes of a combined primary and secondary offering (a "Combined offering"), then in each such Issuer Common Stockcase the Company shall, Issuer either prior to or not later than 15 days after the time when any such registration statement is filed with the Commission, request the managing underwriter for such offering whether any or all the Shares held by Holders could be included in such offering without adversely affecting the marketing of the Company's intended offering. If the managing underwriter indicates that some or all the Shares could be so included, then the Company will promptly give written notice thereof to each Holder of Shares. Such notice shall specify, at a minimum, the Holders estimated effective date of its intention such registration statement, the proposed means of distribution of such shares, the managing underwriter or underwriters of such shares and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price appears, or is proposed to do so andappear, upon on the facing page of such registration statement. Upon the written request of any Holder given within 30 days after receipt direction of any such Holder of Shares, given within 10 days of the receipt by such Holder of any such written notice (which request direction shall specify the that such Holder would like to include its pro rata number of Shares (based on the total number of Shares that the Holders are entitled to include in such offering) in such offering), the Company shall include in such registration statement all of such pro rata Shares then owned by such Holder. The expenses of counsel incurred by any such Holder, and any underwriters discounts or commissions, shall be for the account of such Holder. Any such Holder shall have the right to withdraw such direction by giving written notice to the Company to such effect within 5 days after giving such direction. Notwithstanding the foregoing, no Holder of Shares shall have any right hereunder if the registration proposed to be effected by the Company relates solely to shares of Issuer Common intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for common stock which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in the case of a registration or Section 690 Application are issuable solely to implement an directors, officers, employees, celebrities and consultants of the Company or any subsidiary thereof pursuant to a bona fide employee stock option, bonus or other employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, Issuer shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the Issuer and (iv) the Option Sharesarrangement.

Additional Registration Rights. If Issuer Optelecom at any time after during the exercise of twelve- month period commencing on the Option Closing Date proposes to make a Section 690 Application or register any shares of Issuer Optelecom Common Stock under the Securities Act of 1933 (the "Securities Act") (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) for sale for its own account in connection with an a firm commitment underwritten public offering of such Issuer Common Stockoffering, Issuer it will promptly give written notice to the Holders Paragon Stockholders of its intention to do so and, upon and of such holders' rights under this section. Upon the written request of any Holder given such holder made within 30 fifteen days after the receipt of any such notice (which request shall specify the number of shares of Issuer Common Optelecom Shares intended to be included in disposed of by such underwritten public offering by the Holderholder), Issuer Optelecom will cause all such shares for which a Holder requests participation in such registration, use its best efforts to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in effect the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor form or a Section 690 Application that relates of all the Optelecom Shares which Optelecom has been so requested to a transaction that could be filed on Form S-4 of register by the Securities Act or any successor form if the Issuer Common Stock was not an Exempt SecurityParagon Stockholders. If the managing underwriter(s) underwriter advises Optelecom in writing that, in its opinion, the amount of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock securities requested to be included in such registration by all selling stockholders exceeds the number amount which can be sold in such offering, Issuer shall only so as to be likely to have an adverse effect on such offering as contemplated by Optelecom (including the price at which Optelecom proposes to sell such securities), then Optelecom will include in such registration such number or dollar (i) first, 100% of the securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of Option Shares securities requested to be included in such registration by selling stockholders which, in the good faith opinion of the such managing underwriter(s)underwriter, can be sold without materially and adversely affecting having the adverse effect referred to above, such offering. Any shares amount to be excluded shall allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be determined included in the following order registration statement by each such stockholder. Unless otherwise agreed by Optelecom, the Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) on the Issuer same terms and (iv) the Option Sharesconditions as other shares of Optelecom Common Stock included in such underwritten offering.

Additional Registration Rights. (a) If Issuer at any time after the exercise Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate of the Option Company or such Holder reasonably believes that they are deemed to be an Affiliate of the Company (both, a "Holder Affiliate"), and the company proposes to make file on its behalf or on behalf of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a Section 690 Application or register any shares of Issuer Common Stock registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in connection a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with an underwritten public offering respect to its Common Stock or any other class of such Issuer Common Stockequity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Company, Issuer it will promptly give written notice to such Holder Affiliate of the Holders Registrable Securities at least 45 days before the initial filing with the Commission of its intention such registration statement which notice shall set forth the intended method of disposition of the securities proposed to do so andbe registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, upon the written request as such Holder Affiliate may request. Each Holder Affiliate of any Holder given Registrable Securities desiring to have Common Stock registered under this Section 7.03 shall advise the Company in writing within 30 days after the date of receipt of any such notice (offer from the Company, setting forth the amount of such Common Stock for which request registration is requested. The Company shall specify thereupon include in such filing the number of shares of Issuer Common intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares Stock for which a Holder requests participation in such registrationregistration is so requested, subject to be so registered the following sentence, and included in such underwritten public offering; provided, however, that Issuer may elect shall use its best efforts to not cause any such shares to be so registered in the case of a effect registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act of such shares. If a public offering is proposed for the securities being registered by the Company or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 such demanding security holder and the managing underwriter of such public offering advises the Company in writing that, in its opinion, the distribution of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested to be included in the registration concurrently with the securities being registered by the Company or such registration exceeds demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then the Company, if applicable, and all selling security holders (including, if applicable, the Holder and the demanding security holders who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis; provided, however, that the company shall not be required to reduce the amount of securities to be distributed on its behalf to less than 50% of the aggregate number which can of securities to be sold registered in such offering, Issuer . (b) The Holder Affiliates of at least a majority of the Registrable Securities held by Holder Affiliates that remain outstanding may make a written request to the Company after the Shelf Registration Period requesting that the Company effect the registration of such Registrable Securities under the Securities Act specifying the aggregate number of Shares of Registrable Securities proposed to be sold by the Holder Affiliates and the intended method or methods of disposition thereof. The Company shall only include promptly notify all such Holder Affiliates in writing of the receipt of such request and each such Holder Affiliate may elect (by written notice sent to the Company within ten business days from the date of such Holder Affiliate's receipt of the aforementioned notice from the Company) to have its Registrable Securities included in such registration thereof pursuant to this Section 7.03(b). Thereupon, the Company shall, as expeditiously as is possible, effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such number Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or dollar amount of Option Shares whichmethods thereof, in the good faith opinion as aforesaid) of the managing underwriter(s)Common Stock so registered; provided, can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: however, that (i) securities at least 25% of the Registrable Securities held by any Person not having any contractual registration rightsAffiliates must be registered pursuant to such demand registration, (ii) securities held by the Company shall not be required to effect more than one registration of any Person having contractual registration rights Common Stock pursuant to an agreement which is not in this AgreementSection 7.03(b), (iii) a demand registration will not count as such until it has become effective, and, (a) if the Issuer demand registration does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the written request made by the Holder Affiliates or (b) if, after the demand registration has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court then the demand registration shall not be deemed to have been effected and will not count as a demand registration, (iv) a demand registration will not count as such if the Option SharesCompany offers any shares of stock pursuant to such registration in accordance with the next sentence and (v) the Company may delay filing one registration statement pursuant to this Section 7.03(b) for a period of up to 90 days. If a demand registration was initiated pursuant to this Section 7.03(b) and the Company then wishes to offer shares of stock in connection with such registration, then such registration will be considered a registration pursuant to Section 7.03(a) and the provisions of Section 7.03(a) and not this Section 7.03(b) shall apply. If the Holder Affiliates so elect, the offering of such Registrable Securities pursuant to such demand registration shall be in the form of a "firm commitment" underwritten offering. A majority in interest of the Holder Affiliates shall have the right to select the managing underwriters and any additional investment bankers and managers to be used in connection with any offering under this Section 7.03(b), subject to the Company's approval, which approval shall not be unreasonably withheld.

Additional Registration Rights. If Issuer at The Company shall not, without the prior written consent of the Holder, enter into any time agreement with any holder or prospective holder of any securities of the Company that would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis. ARTICLE V PRE-EMPTIVE RIGHTS 5.1 Pre-emptive Rights. Subject to the terms and conditions of this Section 5.1 and applicable securities laws, if the Company proposes to offer or sell any Shares after the exercise of date hereof (“New Shares”), the Option proposes Company shall first offer to make each Stockholder a Section 690 Application or register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering portion of such Issuer Common Stock, Issuer will promptly give written notice New Shares equal to the Holders product of its intention (1) the total number of New Shares proposed to do so andbe offered or sold by the Company and (2) a fraction, upon (x) the written request numerator of any Holder given within 30 days after receipt of any such notice (which request shall specify is the number of shares Shares then owned by such Stockholder and (y) the denominator of Issuer Common intended which is the total number of Shares then issued and outstanding (the “Pro Rata Portion”). A Stockholder shall be entitled to be included apportion the pre-emptive rights hereby granted to it in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, Issuer shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: proportions as it deems appropriate among (i) securities held by any Person not having any contractual registration rightsitself, (ii) securities held by its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having contractual registration rights pursuant “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Stockholder (“Holder Beneficial Owners”). (a) The Company shall give notice (the “Offer Notice”) to an agreement which is not in this Agreementeach Stockholder, stating (i) its bona fide intention to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the Issuer price and terms, if any, upon which it proposes to offer such New Shares. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Stockholder may elect to purchase or otherwise acquire, at the price and on (c) At expiration of such twenty (20) day period, the Company shall promptly notify each Stockholder that elects to purchase or acquire all the shares available to it (each a “Fully Exercising Holder”) of any other Stockholder’s failure to do likewise. During the ten (10) day period commencing after the date the Company has given such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to such Stockholder’s Pro Rata Portion, up to that portion of the New Shares for which Stockholders were entitled to subscribe but that were not subscribed for by the Stockholder, which is equal to the product of (1) the total number of New Shares proposed to be offered or sold by the Company and not purchased by the Fully Exercising Holders and (iv2) a fraction, (x) the Option Sharesnumerator of which is the number of Shares then owned by such Stockholder and (y) the denominator of which is the total number of Shares owned by all Fully Exercising Holders who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 5.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Shares pursuant to Section 5.1(d). (d) If all New Shares referred to in the Offer Notice are not purchased or acquired as provided in Section 5.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 5.1(b), offer and sell the remaining unsubscribed portion of such New Shares to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Shares shall not be offered unless first reoffered to the Stockholders in accordance with this Section 5.1. (e) Each Stockholder that exercises pre-emptive rights pursuant to this Section 5.1 shall deliver at the closing of the issuance of New Shares payment, to the bank account designated by the Company, in full in immediately available funds for the New Shares purchased by such Stockholder. As such closing, the Stockholder shall execute such additional documents as the Company may reasonably request.

Additional Registration Rights. If Issuer With respect to that fifty percent (50%) portion of the Total Issuance which is not required to be registered as provided in Section 1.4 above, HomeCom agrees that if at any time within one (1) year after the exercise of date hereof (the Option "Registration Rights Period") HomeCom proposes to make a Section 690 Application or register any shares of Issuer Common Stock capital stock under the Securities Act in connection with of 1933, as amended (the "ACT") involving an underwritten public offering of such Issuer Common Stockoffering, Issuer will promptly then HomeCom shall give prompt written notice thereof to the Holders Stockholders. Such notice shall set forth the intended plan of distribution of the securities proposed to be registered. Notwithstanding the foregoing, in the event that either Stockholder is deemed an Affiliate for purposes of Rule 144 of the Act, then the Registration Rights Period shall be extended an additional one (1) year. Further, in the event that any Stockholder is unable to sell its intention HomeCom shares pursuant to do so andRule 144 of the Act due to volume limitations, upon then the written request Registration Rights Period shall be further extended to a maximum period of two and one-half (2 1/2) years from the date hereof. In the event the proposed registration of HomeCom Shares involves an underwritten public offering, if the representative of the underwriters participating in the sale and distribution of the HomeCom Shares covered by said registration statement agrees that a number of outstanding HomeCom Shares (the "Permissible Secondary Shares") may be included in the offering covered by the registration statement, then HomeCom's notice shall afford each Stockholder an opportunity to elect to include in such filing all or any Holder given within 30 part of the HomeCom Shares then owned by such Stockholder. Each Stockholder shall have fifteen (15) days after receipt of any such the HomeCom notice (which request shall specify to notify HomeCom in writing of the number of shares of Issuer Common intended HomeCom Shares (the "Elected Shares") which such Stockholder elects to include in the offering. The Elected Shares shall be included in such underwritten public the offering to the extent permitted by the Holder), Issuer will cause representative and pro-rata with those of all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Securityother selling stockholders. If the managing underwriter(s) aggregate number of Elected Shares that the offering pursuant Stockholders desire to include in such registration statement advise Issuer that in their opinion filing exceeds the number of shares Permissible Secondary Shares, then each Stockholder shall be entitled to include that number of Issuer Common Stock requested HomeCom Shares that bears the same ratio to be included the number of Permissible Secondary Shares as the number of Elected Shares that such Stockholder desires to include bears to the number of Elected Shares that all HomeCom stockholders desire to include. The inclusion in such registration exceeds the number which can be sold in such offering, Issuer shall only include in such registration such number or dollar amount filing of Option Elected Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined upon the condition that such Stockholder sell his HomeCom Shares to the underwriters on the same terms and conditions as HomeCom. HomeCom shall afford the Stockholders the right to participate in each underwritten registration until such time as the following order of priority: Stockholders shall have had an opportunity (iwhether or not availed of) securities held by any Person not having any contractual to participate fully in effective registrations. HomeCom shall bear those certain expenses incurred in connection with a registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not as contemplated in this AgreementSection 1.5, (iii) the Issuer including, without limitation, all registration, filing, qualification, printer's and (iv) the Option accounting fees incurred in connection with such registration. The Stockholders shall pay any underwriting commissions or discounts attributable to their respective Elected Shares.

Additional Registration Rights. If Issuer at any time after (a) For so long as the exercise Purchasers continue to own more than two hundred thousand (200,000) of the Option proposes Shares, the Company shall notify the Purchasers in writing at least fifteen (15) business days prior to make a Section 690 Application or register the filing of any shares of Issuer Common Stock registration statement under the Securities Act in connection with an underwritten respect to a contemplated public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford the Purchasers an opportunity to include in such Issuer Common Stockregistration statement all or part of the Shares owned at that time by the Purchasers, Issuer will promptly give unless the Company is otherwise prohibited from doing so by applicable law, rule or regulation. Within ten (10) business days after receipt of the above-described notice from the Company, each Purchaser shall notify the Company in writing of the number of Shares, if any, it elects to include in the registration statement. (b) If the registration statement for which the Company gives notice under this Section 10 is for an underwritten offering, the Company shall so advise the Purchasers. In such event, the right of each Purchaser to elect to have Shares included in a registration pursuant to this Section 10 shall be conditioned upon such Purchaser’s participation in the underwriting and the inclusion of the Shares in the underwriting to the extent provided herein. In such event, such Purchaser shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be offered for sale in the public offering, the number of Shares that may be included in the offering by the Purchasers shall be reduced. No such reduction, however, shall reduce the number of Shares offered by the Purchasers included in the registration below twenty percent (20%) of the total amount of securities included in such registration, unless the Company is required to do so by applicable law, rule or regulation. If any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom by written notice to the Holders Company and the underwriter, delivered at least five (5) business days prior to the effective date of its intention the registration statement. (c) The Company shall have the right to do so andterminate or withdraw any registration of securities initiated by it under this Section 10 prior to the effectiveness of the registration statement whether or not any Purchaser has elected to include Shares in such registration. (d) All registration, legal and accounting expenses incurred in connection with any registration statement pursuant to this Section 10 shall be borne by the Company. All underwriting and selling expenses incurred in connection with any registration statement pursuant to this Section 10 shall be borne pro rata by all parties selling securities through the registration statement based upon the written request of any Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common intended to be included in such underwritten public offering by the Holder), Issuer will cause all such shares for which a Holder requests participation in such registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered in the case of a registration or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor form or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, Issuer shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the Issuer and (iv) the Option Sharesregistered.