Common use of Additional Registration Rights Clause in Contracts

Additional Registration Rights. (a) If after the Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate of the 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 file on its behalf or on behalf of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a 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 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 respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Company, it will give written notice to such Holder Affiliate of the Registrable Securities at least 45 days before the initial filing with the Commission of such registration statement which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, as such Holder Affiliate may request. Each Holder Affiliate of any 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 such offer from the Company, setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Common Stock for which registration is so requested, subject to the following sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If a public offering is proposed for the securities being registered by the Company or 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 Common Stock requested to be included in the registration concurrently with the securities being registered by the Company or such 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 of securities to be registered in such offering. (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 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 Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be required to effect more than one registration of any Common Stock pursuant to this Section 7.03(b), (iii) a demand registration will not count as such until it has become effective, and, (a) if the 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 Company 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. (a) If If, at any time after the Shelf -------------------------------- Registration Period there remains a Holder date of Registrable Securities and such Holder is an Affiliate of this Agreement, the 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 file on its behalf or on behalf of register any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement common stock under the Securities Act on any form (other than a Registration Statement registration statement on Form S-4 S-1, Form S-2 or S-8 Form S-3 ( or any successor an equivalent general registration form then in effect) for securities to be offered in a transaction purposes of the type referred to in Rule 145 under the Securities Act an underwritten offering or to employees sale by or on behalf of the Company pursuant to any employee benefit plan, respectivelyof common stock for its own account (a "primary offering") or upon the request or for the general registration account of securities to be sold for cash with respect to its Common Stock or any other class of equity security holder (as defined in Section 3(a)(11a "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 case the Exc hange Act) Company shall, 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, it then the Company will promptly give written notice thereof to such each Holder Affiliate of Shares. Such notice shall specify, at a minimum, the Registrable Securities at least 45 days before the initial filing with the Commission estimated effective date of such registration statement which notice shall set forth statement, the intended method proposed means of disposition distribution of such shares, the managing underwriter or underwriters of such shares and a good faith estimate by the Company of the securities proposed maximum offering price thereof, as such price appears, or is proposed to be registered appear, on the facing page of such registration statement. Upon the written direction of any such Holder of Shares, given within 10 days of the receipt by such Holder of any such written notice (which direction shall specify that such Holder would like to include its pro rata number of Shares (based on the Company. The notice shall offer total number of Shares that the Holders are entitled to include in such filing the aggregate number of shares of Registrable Securitiesoffering) in such offering), as such Holder Affiliate may request. Each Holder Affiliate of any 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 such offer from the Company, setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in such filing the number registration statement all of shares such pro rata Shares then owned by such Holder. The expenses of Common Stock for which registration is so requested, subject to the following sentencecounsel incurred by any such Holder, and any underwriters discounts or commissions, shall use its best efforts to effect registration under be for the Securities Act account of such sharesHolder. If a public offering is proposed for the securities being registered by the Company or 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 Common Stock requested to be included in the registration concurrently with the securities being registered by the Company or such 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 of securities to be registered in such offering. (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 promptly notify all Any 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 Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be required to effect more than one registration of any Common Stock pursuant to this Section 7.03(b), (iii) a demand registration will not count as such until it has become effective, and, (a) if the 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 Company 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 withdraw such direction by giving written notice to the managing underwriters and Company to such effect within 5 days after giving such direction. Notwithstanding the foregoing, no Holder of Shares shall have any additional investment bankers and managers right hereunder if the registration proposed to be used in connection with effected by the Company relates solely to shares of common stock which are issuable solely to directors, officers, employees, celebrities and consultants of the Company or any offering under this Section 7.03(b)subsidiary thereof pursuant to a bona fide employee stock option, subject to the Company's approval, which approval shall not be unreasonably withheldbonus or other employee benefit plan or arrangement.

Additional Registration Rights. (a) If after Optelecom at any time during the Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate of twelve- month period commencing on the Company or such Holder reasonably believes that they are deemed to be an Affiliate of the Company (both, a "Holder Affiliate"), and the company Closing Date proposes to file on its behalf or on behalf of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement register Optelecom Common Stock under the Securities Act on any form of 1933 (the "Securities Act") (other than a Registration Statement registration on Form S-4 or S-8 S-8, or any successor form or other forms promulgated for securities to be offered similar purposes) for sale for its own account in 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 respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Companyfirm commitment underwritten offering, it will give written notice to such Holder Affiliate the Paragon Stockholders of the Registrable Securities at least 45 days before the initial filing with the Commission its intention to do so and of such registration statement which notice shall set forth holders' rights under this section. Upon the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, as such Holder Affiliate may request. Each Holder Affiliate written request of any Registrable Securities desiring to have Common Stock registered under this Section 7.03 shall advise the Company in writing such holder made within 30 fifteen days after the date of receipt of any such offer from notice (which request shall specify the CompanyOptelecom Shares intended to be disposed of by such holder), setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Common Stock for which registration is so requested, subject to the following sentence, and shall Optelecom will use its best efforts to effect the registration under the Securities Act of such sharesall the Optelecom Shares which Optelecom has been so requested to register by the Paragon Stockholders. If a public offering is proposed for the securities being registered by the Company or such demanding security holder and the managing underwriter of such public offering advises the Company Optelecom in writing that, in its opinion, the distribution amount of securities requested to be included in such registration by all selling stockholders exceeds the amount which can be sold in such offering, 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 (i) first, 100% of the Common Stock securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of securities requested to be included in such registration by selling stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be included in the registration concurrently with the securities being registered statement by the Company or each such demanding security holder would materially and adversely affect the distribution of such securities stockholder. Unless otherwise agreed by the Company or such demanding security holder, then the Company, if applicable, and all selling security holders (including, if applicableOptelecom, the Holder Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using 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 of securities to be registered in such offering. (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 same underwriter or methods of disposition thereof. The Company shall 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 Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be required to effect more than one registration of any Common Stock pursuant to this Section 7.03(b), (iii) a demand registration will not count as such until it has become effective, underwriters and, (a) if the 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 Company 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 approvalprovisions of this Agreement, which approval shall not be unreasonably withheldon the same terms and conditions as other shares of Optelecom Common Stock included in such underwritten offering.

Additional Registration Rights. With respect to that fifty percent (a50%) If 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 Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate of the 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 file on its behalf or on behalf of any of its security holders (other than Holders of Registrable Securities) date hereof (the "demanding security holdersRegistration Rights Period") a registration statement HomeCom proposes to register any capital stock under the Securities Act on any form of 1933, as amended (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in 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"ACT") involving an underwritten public offering, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Company, it will then HomeCom shall give prompt written notice thereof to such Holder Affiliate of the Registrable Securities at least 45 days before the initial filing with the Commission of such registration statement which Stockholders. Such notice shall set forth the intended method plan of disposition distribution of the securities proposed to be registered 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 HomeCom shares pursuant to Rule 144 of the Act due to volume limitations, then the 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 Company. The registration statement, then HomeCom's notice shall offer afford each Stockholder an opportunity to elect to include in such filing all or any part of the HomeCom Shares then owned by such Stockholder. Each Stockholder shall have fifteen (15) days after receipt of the HomeCom notice to notify HomeCom in writing of the number of HomeCom Shares (the "Elected Shares") which such Stockholder elects to include in the offering. The Elected Shares shall be included in the offering to the extent permitted by the representative and pro-rata with those of all other selling stockholders. If the aggregate number of shares of Registrable Securities, as such Holder Affiliate may request. Each Holder Affiliate of any Registrable Securities desiring Elected Shares that the Stockholders desire 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 such offer from the Company, setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in such filing exceeds the number of shares Permissible Secondary Shares, then each Stockholder shall be entitled to include that number of Common Stock for which registration is so requested, subject HomeCom Shares that bears the same ratio to the following sentencenumber 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 filing of Elected Shares shall be 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 Stockholders shall have had an opportunity (whether or not availed of) to participate fully in effective registrations. HomeCom shall bear those certain expenses incurred in connection with a registration as contemplated in this Section 1.5, and shall use its best efforts to effect registration under the Securities Act of such shares. If a public offering is proposed for the securities being registered by the Company or 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 Common Stock requested to be included in the registration concurrently with the securities being registered by the Company or such 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 of securities to be registered in such offering. (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 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 Holder Affiliates for salewithout limitation, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be required to effect more than one registration of any Common Stock pursuant to this Section 7.03(b)filing, (iii) a demand registration will not count as such until it has become effectivequalification, and, (a) if the 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 printer's 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 Company 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 accounting fees incurred in connection with such registration, then such registration will be considered a registration pursuant . The Stockholders shall pay any underwriting commissions or discounts attributable 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 withheldtheir respective Elected Shares.

Additional Registration Rights. (a) If Issuer at any time after the Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate exercise of the Company or such Holder reasonably believes that they are deemed to be an Affiliate of the Company (both, a "Holder Affiliate"), and the company Option proposes to file on its behalf make a Section 690 Application or on behalf register any shares of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement Issuer Common Stock 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 a transaction connection with an underwritten public offering of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plansuch Issuer Common Stock, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Company, it Issuer will promptly give written notice to such Holder Affiliate the Holders of its intention to do so and, upon the Registrable Securities at least 45 days before the initial filing with the Commission of such registration statement which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, as such Holder Affiliate may request. Each Holder Affiliate written request of any Registrable Securities desiring to have Common Stock registered under this Section 7.03 shall advise the Company in writing Holder given within 30 days after the date of receipt of any such offer from the Company, setting forth the amount of such Common Stock for notice (which registration is requested. The Company request shall thereupon include in such filing specify the number of shares of Issuer Common Stock 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 is so requested, subject or Section 690 Application solely to the following sentence, and shall use its best efforts to effect implement an employee benefit plan or a registration under 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 such sharesthe Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If a public offering is proposed for the securities being registered by the Company or such demanding security holder and the managing underwriter of such public offering advises the Company in writing that, in its opinion, the distribution 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 concurrently with such number or dollar amount of Option Shares which, in the securities being registered by good faith opinion of the Company or such demanding security holder would managing underwriter(s), can be sold without materially and adversely affect the distribution of affecting 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 offering. Any shares to be distributed on its behalf to less than 50% excluded shall be determined in the following order of the aggregate number of securities to be registered in such offering. (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 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 Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that priority: (i) at least 25% of the Registrable Securities securities held by Affiliates must be registered pursuant to such demand registrationany Person not having any contractual registration rights, (ii) the Company shall not be required to effect more than one securities held by any Person having contractual registration of any Common Stock rights pursuant to an agreement which is not in this Section 7.03(b)Agreement, (iii) a demand registration will not count as such until it has become effective, and, (a) if the 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 Issuer 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 Company 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 withheldOption Shares.

Additional Registration Rights. (a) If after Optelecom at any time during the Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate of twelve-month period commencing on the Company or such Holder reasonably believes that they are deemed to be an Affiliate of the Company (both, a "Holder Affiliate"), and the company Closing Date proposes to file on its behalf or on behalf of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement register Optelecom Common Stock under the Securities Act on any form of 1933 (the "Securities Act") (other than a Registration Statement registration on Form S-4 or S-8 S-8, or any successor form or other forms promulgated for securities to be offered similar purposes) for sale for its own account in 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 respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Companyfirm commitment underwritten offering, it will give written notice to such Holder Affiliate the Paragon Stockholders of the Registrable Securities at least 45 days before the initial filing with the Commission its intention to do so and of such registration statement which notice shall set forth holders' rights under this section. Upon the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, as such Holder Affiliate may request. Each Holder Affiliate written request of any Registrable Securities desiring to have Common Stock registered under this Section 7.03 shall advise the Company in writing such holder made within 30 fifteen days after the date of receipt of any such offer from notice (which request shall specify the CompanyOptelecom Shares intended to be disposed of by such holder), setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Common Stock for which registration is so requested, subject to the following sentence, and shall Optelecom will use its best efforts to effect the registration under the Securities Act of such sharesall the Optelecom Shares which Optelecom has been so requested to register by the Paragon Stockholders. If a public offering is proposed for the securities being registered by the Company or such demanding security holder and the managing underwriter of such public offering advises the Company Optelecom in writing that, in its opinion, the distribution amount of securities requested to be included in such registration by all selling stockholders exceeds the amount which can be sold in such offering, 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 (i) first, 100% of the Common Stock securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of securities requested to be included in such registration by selling stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be included in the registration concurrently with the securities being registered statement by the Company or each such demanding security holder would materially and adversely affect the distribution of such securities stockholder. Unless otherwise agreed by the Company or such demanding security holder, then the Company, if applicable, and all selling security holders (including, if applicableOptelecom, the Holder Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using 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 of securities to be registered in such offering. (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 same underwriter or methods of disposition thereof. The Company shall 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 Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be required to effect more than one registration of any Common Stock pursuant to this Section 7.03(b), (iii) a demand registration will not count as such until it has become effective, underwriters and, (a) if the 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 Company 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 approvalprovisions of this Agreement, which approval shall not be unreasonably withheldon the same terms and conditions as other shares of Optelecom Common Stock included in such underwritten offering.

Additional Registration Rights. The Company shall not, without the prior written consent of the Holder, enter into any 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 date hereof (“New Shares”), the Company shall first offer to each Stockholder a portion of such New Shares equal to the product of (1) the total number of New Shares proposed to be offered or sold by the Company and (2) a fraction, (x) the numerator of which is the number of Shares then owned by such Stockholder and (y) the denominator of which is the total number of Shares then issued and outstanding (the “Pro Rata Portion”). A Stockholder shall be entitled to apportion the pre-emptive rights hereby granted to it in such proportions as it deems appropriate among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Stockholder (“Holder Beneficial Owners”). (a) If after the Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate of the 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 file on its behalf or on behalf of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a 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 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 respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Company, it will give written notice to such Holder Affiliate of the Registrable Securities at least 45 days before the initial filing with the Commission of such registration statement which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, as such Holder Affiliate may request. Each Holder Affiliate of any 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 such offer from the Company, setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in give notice (the “Offer Notice”) to each Stockholder, stating (i) its bona fide intention to offer such filing New Shares, (ii) the number of shares of Common Stock for which registration is so requested, subject such New Shares to the following sentencebe offered, and shall use its best efforts to effect registration under (iii) the Securities Act of such shares. If a public offering is proposed for the securities being registered by the Company or such demanding security holder price and the managing underwriter of such public offering advises the Company in writing that, in its opinion, the distribution of the Common Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then the Companyterms, if applicableany, and all selling security holders (including, if applicable, the Holder and the demanding security holders who initially requested upon which it proposes to offer 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 of securities to be registered in such offeringNew Shares. (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 By notification to the Company within twenty (20) days after the Shelf Registration Period requesting that Offer Notice is given, each Stockholder may elect to purchase or otherwise acquire, at the Company effect the registration price and on (c) At expiration of such Registrable Securities under twenty (20) day period, 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 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 Affiliates may, by giving notice to the Company, elect to purchase or acquire, in writing addition to such Stockholder’s Pro Rata Portion, up to that portion of the receipt of such request and each such Holder Affiliate may elect (New Shares for which Stockholders were entitled to subscribe but that were not subscribed for by written notice sent 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 within ten business days from and not purchased by the date Fully Exercising Holders and (2) a fraction, (x) the numerator of which is the number of Shares then owned by such Holder Affiliate's receipt Stockholder and (y) the denominator of which is the aforementioned notice from the Company) total number of Shares owned by all Fully Exercising Holders who wish to have its Registrable Securities included in purchase such registration thereof unsubscribed shares. The closing of any sale pursuant to this Section 7.03(b5.1(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). Thereupon. (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 shallmay, as expeditiously as is possibleduring the ninety (90) day period following the expiration of the periods provided in Section 5.1(b), effect offer and sell the registration under 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 Securities Act of all shares of Common Stock which offeree than, those specified in the Offer Notice. If the Company has been so requested 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 register by be revived and such Holder Affiliates for sale, all New Shares shall not be offered unless first reoffered to the extent required to permit the disposition (Stockholders in accordance with the intended method or methods thereof, as aforesaidthis Section 5.1. (e) of the Common Stock so registered; provided, however, Each Stockholder that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be required to effect more than one registration of any Common Stock exercises pre-emptive rights pursuant to this Section 7.03(b)5.1 shall deliver at the closing of the issuance of New Shares payment, (iii) a demand registration will not count as such until it has become effective, and, (a) if to the demand registration does not become effective because a material adverse change has occurred, or is reasonably likely to occurbank account designated by the Company, in full in immediately available funds for the condition (financial or otherwise)New Shares purchased by such Stockholder. As such closing, business, assets or results of operations of the Company and its subsidiaries taken Stockholder shall execute such additional documents 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 Company 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 withheldreasonably request.

Additional Registration Rights. (a) If after For so long as the Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate Purchasers continue to own more than two hundred thousand (200,000) of the Company or such Holder reasonably believes that they are deemed to be an Affiliate of Shares, the Company shall notify the Purchasers in writing at least fifteen (both, a "Holder Affiliate"), and 15) business days prior to the company proposes to file on its behalf or on behalf filing of any of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement under the Securities Act on any form (other than with respect to a Registration Statement on Form S-4 or S-8 or any successor form for contemplated public offering of securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant (including, but not limited to, registration statements relating to any employee benefit plan, respectively) for the general registration secondary offerings of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exc hange Act) of the Company, it will give written notice but excluding registration statements relating to such Holder Affiliate employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Registrable Securities at least 45 days before Act) and will afford the initial filing with the Commission of such registration statement which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer Purchasers an opportunity to include in such filing registration statement all or part of the aggregate number Shares owned at that time by the Purchasers, unless the Company is otherwise prohibited from doing so by applicable law, rule or regulation. Within ten (10) business days after receipt of shares of Registrable Securitiesthe above-described notice from the Company, as such Holder Affiliate may request. Each Holder Affiliate of any Registrable Securities desiring to have Common Stock registered under this Section 7.03 each Purchaser shall advise notify the Company in writing within 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Common Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Common Stock for which registration is so requestedShares, subject if any, it elects to the following sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If a public offering is proposed for the securities being registered by the Company or 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 Common Stock requested to be included include in the registration concurrently with the securities being registered by the Company or such 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 of securities to be registered in such offeringstatement. (b) The Holder Affiliates of at least a majority of If the Registrable Securities held by Holder Affiliates that remain outstanding may make a written request to registration statement for which the Company after the Shelf Registration Period requesting that gives notice under this Section 10 is for an underwritten offering, the Company effect shall so advise the registration Purchasers. In such event, the right of such Registrable Securities under the Securities Act specifying the aggregate number of Shares of Registrable Securities proposed each Purchaser to be sold by the Holder Affiliates and the intended method or methods of disposition thereof. The Company shall 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 Shares included in such a registration thereof pursuant to this Section 7.03(b). Thereupon, 10 shall be conditioned upon such Purchaser’s participation in the Company shall, as expeditiously as is possible, effect underwriting and the registration under inclusion of the Securities Act of all shares of Common Stock which Shares in the Company has been so requested to register by such Holder Affiliates for sale, all underwriting to the extent required to permit the disposition (provided herein. In such event, such Purchaser shall enter into an underwriting agreement in accordance customary form with the intended method underwriter or methods thereofunderwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, as aforesaidif 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 Common Stock total amount of securities included in such registration, unless the Company is required to do so registered; providedby applicable law, however, that (i) at least 25% rule or regulation. If any Purchaser disapproves of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be required to effect more than one registration terms of any Common Stock pursuant such underwriting, such Purchaser may elect to this Section 7.03(b), (iii) a demand registration will not count as such until it has become effective, and, (a) if the demand registration does not become effective because a material adverse change has occurred, or is reasonably likely withdraw therefrom by written notice 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 the underwriter, delivered at least five (5) business days prior to the effective date of the written request made registration statement. (c) The Company shall have the right to terminate or withdraw any registration of securities initiated by it under this Section 10 prior to 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 effectiveness of the Commission registration statement whether or other governmental agency or court then the demand registration shall not be deemed any Purchaser has elected to have been effected and will not count as a demand include Shares in such registration. (d) All registration, (iv) a demand registration will not count as such if the Company offers legal and accounting expenses incurred in connection with 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 days10 shall be borne by the Company. If a demand All underwriting and selling expenses incurred in connection with any registration was initiated statement 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 10 shall be in borne pro rata by all parties selling securities through the form registration statement based upon the number 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 withheldshares so registered.