Common use of Participation in Underwritten Registrations Clause in Contracts

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody arrangementsagreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan arrangements; provided that no holder of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required included in connection with such registration; provided, however, that no such Person any underwritten registration shall be required to make any representations or warranties in connection with any such registration to Pubco or the underwriters (other than representations and warranties as regarding such holder, such holder’s title to (i) the securities, such Person's ownership ’s authority to sell such securities and such holder’s intended method of his distribution) or its to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 9. Each holder of Registrable Securities to be sold or transferred free shall execute and clear of all liens, claims and encumbrances, (ii) deliver such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws other agreements as may be reasonably requested; provided furtherrequested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, however, Section 5 and this Section 10 or that are necessary to give further effect thereto. To the obligation of such Person to indemnify pursuant to extent that any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion agreement is entered into pursuant to, and provided further that such liability will be limited toconsistent with, Section 4 and this Section 10, the net amount received by respective rights and obligations created under such Person from agreement shall supersede the sale respective rights and obligations of such Person's Registrable Securities the holders, Pubco and the underwriters created pursuant to such registrationthis Section 10.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody arrangementsagreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan arrangements; provided that no holder of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required included in connection with such registration; provided, however, that no such Person any underwritten registration shall be required to make any representations or warranties in connection with any such registration to Pubco or the underwriters (other than representations and warranties as regarding such holder, such holder’s title to (i) the securities, such Person's ownership ’s authority to sell such securities and such holder’s intended method of his distribution) or its to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities to be sold or transferred free shall execute and clear of all liens, claims and encumbrances, (ii) deliver such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws other agreements as may be reasonably requested; provided furtherrequested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, howeverSection 5 and this Section 9 or that are necessary to give further effect thereto, and Pubco shall execute and deliver such other agreements as may be reasonably requested by the lead managing underwriter(s) (if applicable) in order to effect any registration required hereunder. To the extent that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion agreement is entered into pursuant to, and provided further that such liability will be limited toconsistent with, Section 4 and this Section 9, the net amount received by respective rights and obligations created under such Person from agreement shall supersede the sale respective rights and obligations of such Person's Registrable Securities the holders, Pubco and the underwriters created pursuant to such registrationthis Section 9.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody arrangementsagreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan arrangements; provided that no holder of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required included in connection with such registration; provided, however, that no such Person any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Parent or the underwriters (other than representations and warranties as regarding such holder, such holder’s title to (i) the securities, such Person's ownership ’s authority to sell such securities and such holder’s intended method of his distribution) or its to undertake any indemnification obligations to the Parent or the underwriters with respect thereto that are more burdensome than those provided in Section 7. Each holder of Registrable Securities to be sold or transferred free shall execute and clear of all liens, claims and encumbrances, (ii) deliver such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws other agreements in customary form as may be reasonably requested; provided furtherrequested by the Parent and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, however, Section 4 and this Section 8 or that are reasonably necessary to give further effect thereto. To the obligation of such Person to indemnify pursuant to extent that any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion agreement is entered into pursuant to, and provided further that such liability will be limited toconsistent with, Section 3 and this Section 8, the net amount received by respective rights and obligations created under such Person from agreement shall supersede the sale respective rights and obligations of such Person's Registrable Securities the holders, the Parent and the underwriters created pursuant to such registrationthis Section 8.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to approve such arrangements, arrangements and (b) completes and executes all questionnaires, powers of attorney, custody arrangementsagreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, that no such Person holder of Registrable Shares shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Personholder's ownership of his or its Registrable Securities Shares to be sold or transferred free and clear of all liens, claims claims, and encumbrances, (ii) such Personholder's power and authority to effect such transfer transfer, and (iii) such matters pertaining to the compliance with securities laws as may be reasonably requested; provided provided, further, however, that the obligation of such Person holder to indemnify pursuant to any such underwriting agreements arrangements shall be several, not joint and several, among such Persons holders selling Registrable SecuritiesShares, and the liability of each such Person holder will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person holder from the sale of such Person's his or its Registrable Securities Shares pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons Person(s) entitled hereunder to approve such arrangementsarrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided, that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (bii) completes and and/or executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents in each case that are customary for such registrations and are reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, that no such Person holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Corporation or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution, or to undertake any indemnification obligations to the Corporation with respect thereto, except as to (i) such Person's ownership provided in Section 7 hereof. Each holder of his or its Registrable Securities agrees to be sold or transferred free execute and clear of all liens, claims and encumbrances, (ii) deliver such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws other agreements as may be reasonably requested; provided further, however, that requested by the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, Corporation and the liability of each lead managing underwriter(s) that are consistent with such Person will be in proportion to, and provided holder’s obligations under Section 4 or that are necessary to give further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registrationeffect thereto.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangementsCorporation, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company Corporation such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company Corporation may from time to time request or as may be legally required in connection with such registration, including, without limitation, opinions of counsel and a custody agreement; provided, however, that no such Person shall be required to make any representations representations, warranties or warranties indemnities in connection with any such registration other than representations representations, warranties and warranties indemnities as to (i) such Person's ’s ownership of his or its Registrable Securities to be sold or transferred Transferred free and clear of all liens, claims and encumbrances, (ii) such Person's ’s right, power and authority to effect such transfer Transfer, (iii) ),each document delivered by or on behalf of such Person having been duly and validly authorized, executed and delivered by or on behalf of such Person and being enforceable against such Person, (iv) the execution, delivery and performance of each document delivered by or on behalf of such Person not conflicting with other agreements, regulations or orders binding such Person or such Person’s property and (iiiv) such matters pertaining to compliance with securities laws Laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, Securities and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's ’s Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, provided that no such Person Holder of Registrable Shares included in any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters other than representations and warranties as to (i) regarding such PersonHolder and such Holder's ownership intended method of his or its Registrable Securities to be sold or transferred free and clear of all liensdistribution, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws if requested by the managing underwriter or underwriters or the Demanding Persons (as may be reasonably requested; provided furtherdefined in the Registration Rights Agreement, howeverdated as of September 22, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several1999, among such Persons selling Registrable Securities, the Company and the liability of each such Person will be in proportion topersons and entities set forth on Schedule 1 thereto), and provided further that such liability will be limited to, the net amount received agrees not to sell Registrable Shares or other securities held by such Person from the sale of such Person's Registrable Securities in any transaction other than pursuant to such registrationunderwriting for such period following the effective date of the registration statement relating to such underwriting as determined by either the Board of Directors or the Demanding Persons; provided that no Holder of Registrable Shares shall be required to enter into such an agreement unless each other Holder of Registrable Shares, each director and executive officer of the Company and each other Holder of at least one percent of the Series C Stock then outstanding enters into a substantially identical agreement relating to such underwriting.

Participation in Underwritten Registrations. (a) No Person may participate in any registration or other Public Offer hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement arrangements, and (ciii) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information Person as the Company may from time to time reasonably request or and as may shall be legally required in connection with such registration; provided, however, provided that no such Person Investor shall be required in their respective capacities as stockholders and/or controlling persons to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such Investor and such Investor's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as to otherwise provided in Section 6. (ib) such Person's ownership Each Person that is participating in any registration or other Public Offer hereunder agrees that, upon receipt of his or its Registrable Securities to be sold or transferred free and clear any notice from the Company of all liensthe happening of any event of the kind described in Section 4(b), claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, forthwith discontinue the net amount received by such Person from the sale disposition of such Person's its Registrable Securities pursuant to the registration statement, or such registrationPublic Offer until such Person's receipt of the copies of a supplemented or amended prospectus, offering circular or memorandum or other offering document, as applicable, as contemplated by such Section 4(b). In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(b)(i)(C) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including date of the giving of such notice pursuant to this Section to and including the date when any Investor participating in the offering shall have received the copies of the supplemental or amended prospectus, offering circular or memorandum or other offering document, as applicable, contemplated by Section 4(b).

Participation in Underwritten Registrations. (a) No Person may participate in any underwritten registered offering contemplated registration hereunder which is an Underwritten Registration or Underwritten Offering unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, that no such Person holder of Registrable Securities included in any Underwritten Registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties as to regarding (ix) such Person's holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrancestransferred, (iiy) such Person's holder’s power and authority to effect such transfer and (iiiz) such matters pertaining to compliance with securities laws as may be reasonably requested; ) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided furtherin Section 7(b), howeveror to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling Persons in Section 7(b). (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the obligation Company of such Person to indemnify pursuant to the happening of any such underwriting agreements shall be severalevent of the kind described in Section 4(f)(i), not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, forthwith discontinue the net amount received by such Person from the sale disposition of such Person's its Registrable Securities pursuant to the applicable Registration Statement (including any Shelf Registration) until such registrationPerson’s receipt of (i) copies of a supplemented or amended Prospectus from the Company or (ii) further notice from the Company that distributions can proceed without an amended or supplemented Prospectus, and, in the circumstances described in clause (i), if so directed by the Company, such holder will deliver to the Company (at its expense) all copies in such holder’s possession (other than permanent file copies or copies required under such holder’s customary document retention policies), of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(c) during which a Registration Statement is to remain effective shall, to the extent possible, be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section to and including the date when each seller of a Registrable Security covered by such Registration Statement shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or (y) the notice described in clause (ii).

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, provided that no such Person Holder of Registrable Shares included in any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters other than representations and warranties as to (i) regarding such PersonHolder and such Holder's ownership intended method of his or its Registrable Securities to be sold or transferred free and clear of all liensdistribution, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws if requested by the managing underwriter or underwriters or the Demanding Persons (as may be reasonably requested; provided furtherdefined in the Registration Rights Agreement, howeverdated as of September 22, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several1999, among such Persons selling Registrable Securities, the Company and the liability of each such Person will be in proportion topersons and entities set forth on Schedule 1 thereto), and provided further that such liability will be limited to, the net amount received agrees not to sell Registrable Shares or other securities held by such Person from the sale of such Person's Registrable Securities in any transaction other than pursuant to such registrationunderwriting for such period following the effective date of the registration statement relating to such underwriting as determined by either the Board of Directors or the Demanding Persons; provided that no Holder of Registrable Shares shall be required to enter into such an agreement unless each other Holder of Registrable Shares, each director and executive officer of the Company and each other Holder of at least one percent of the Series B Stock then outstanding enters into a substantially identical agreement relating to such underwriting.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, Company or the Initiating Holders (as applicable for registrations under Sections 1.2 or 1.3 above); (b) completes as expeditiously as possible, notifies the Company, at any time when a prospectus relating to such Person’s Preferred Registrable Securities is required to be delivered under the Securities Act, of the happening of any event with respect to such Person known to such Person as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its counsel with respect to the registration of such Person’s Preferred Registrable Securities; (d) completes, executes and executes delivers all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other usual and customary documents reasonably required necessary or appropriate with respect to the offering of such Person’s Preferred Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in Section 1.7(a) above); and (e) consents to the following conditions: (a) conditions requiring the Investor to comply with all applicable provisions of the Securities Act and this Agreement the Exchange Act including, but not limited to, the prospectus delivery requirements of the Securities Act, and to furnish to the Company information about sales made in such public offering; (b) conditions prohibiting the Investor upon receipt of telegraphic or written notice from the Company that it is required by law to correct or update the registration statement or prospectus from effecting sales of the Preferred Registrable Securities until the Company has completed the necessary correction or updating; and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from conditions prohibiting the sale of such Person's Preferred Registrable Securities pursuant to by such registrationInvestor, as the case may be, during the process of the registration until the Registration Statement is effective.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated Underwritten Offering hereunder unless such Person (ai) agrees to sell its securities such Person’s Registrable Securities on the basis provided in any underwriting arrangements approved consented to by the Persons entitled hereunder under Section 6(c) to approve such arrangementsarrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters, provided that, no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration) and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan arrangements; provided that no Holder of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required included in connection with such registration; provided, however, that no such Person Underwritten Offering shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties as to (i) regarding such Person's Holder, such Holder’s title to, and ownership of his or its of, the Registrable Securities to be sold or transferred free and clear of all liensSecurities, claims and encumbrances, (ii) such Person's Holder’s power and authority to effect authority, such transfer Holder’s intended method of distribution, and (iii) such matters pertaining to compliance with securities laws other representations and warranties, if any, as may be reasonably requested; customary under the circumstances) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements in Section 9(b). Nothing in this Section 10 shall be several, not joint and several, among such Persons selling Registrable Securities, and construed to create any additional rights regarding the liability registration of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registrationin any Person otherwise than as set forth herein.

Participation in Underwritten Registrations. No Person may participate in any underwritten under written registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder that is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its securities the Registrable Securities or Other Securities it desires to have covered by the registration on the basis provided in any underwriting arrangements in customary form approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that (A) no Holder shall be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration) and (B) if any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an underwritten registration pursuant to Section 1, the Lead Investor, (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Personarrangements, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, provided that no such Person (other than the Company) shall be required to make any representations or warranties in connection with any such registration other than representations those related to title and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free of, and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such transfer Person pertaining exclusively to such Holder and (iii) cooperates with the Company’s reasonable requests in connection with such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, registration or qualification (it being understood that the obligation Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, shall not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no Holder shall be required to agree to any indemnification obligations on the part of such Person to indemnify Holder that are greater than its obligations pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registrationSection 5(b).

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person holder of less than 10% of any Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof; --------- (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registration.Person's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in Section 7(a) above). ------------

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person Holder may participate in any underwritten registered offering contemplated registration hereunder unless such Person Holder (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons or entities entitled hereunder to approve such arrangements, arrangements and (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationAgreement; provided, however, that no such Person Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such PersonHolder's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims claims, and encumbrances, (ii) such PersonHolder's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person Holder to indemnify pursuant to any such underwriting agreements arrangements shall be several, not joint and several, among such Persons Holders selling Registrable Securities, and the liability of each such Person Holder will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person Holder from the sale of such Person's its Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may ---------------------------------------------- participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company HT such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company HT may from time to time reasonably request or as may legally be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred in a manner which is free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may reasonably be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, and not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof; (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registrationPerson's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in paragraph (a) above).

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement Exhibit B and (c) furnishes in writing to the Company Corporation such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company Corporation may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims claims, and encumbrances, (ii) such Person's power and authority to effect such transfer transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements arrangements shall be several, not joint and several, among such Persons selling Registrable SecuritiesShares, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities Shares pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangement; provided, however, that no such Person holder of less than ten percent (10%) of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of stock and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6; (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registrationPerson's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in Section 7(a)).

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) ), if the offering is underwritten, agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationregistration and (d) sells or otherwise transfers its securities in accordance with the plan of distribution described in the prospectus covering such sale and delivers a current prospectus in connection therewith in accordance with the requirements of the Securities Act; provided, however, that no such Person shall be required to make make. any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ’s ownership of his or its it` Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's ’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided provided, further, however, that the obligation of such Person person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, . and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's ’s Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; providedPROVIDED, howeverHOWEVER, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided furtherPROVIDED FURTHER, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further PROVIDED FURTHER that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements; PROVIDED, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, howeverHOWEVER, that no such Person holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in SECTION 6 hereof; (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registrationPerson's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in PARAGRAPH (a) above).

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder Company (including, without limitation, pursuant to approve the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such arrangementsholder has requested the Company to include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, that no such Person shall holder of Registrable Securities included in any underwritten registration will be required to make any representations or warranties in connection with any such registration to the Company or the underwriters other than representations and warranties as regarding such holder and such holder’s intended method of distribution, due and valid execution of any agreements relating to (i) such Person's ownership offering, and good title to, and the absence of his liens or its encumbrances on, any Registrable Securities to be sold by such Stockholders in such registration, and to the extent that any underwriter or transferred free underwriters may require any Stockholder to make additional representations and clear warranties which all of the other participants in such underwritten offering have agreed to make (unless any such representation or warranty is not applicable to such Stockholder’s ownership), then such Stockholder will not be permitted to participate in such registration unless such Stockholder agrees to make the same representations and warranties, (iii) timely furnishes to the Company and/or the underwriters managing such registration, all liensinformation regarding such holder, claims the Registrable Securities held by such holder and encumbrancesits intended method of distribution of such Registrable Securities as the Company or such underwriters reasonably request, and (iv) agrees (and such holder hereby agrees) to notify the Company and/or any underwriter managing such registration of any untrue statement of material fact contained in the prospectus in connection with such registration or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such prospectus in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein. Any indemnities required to be delivered pursuant to clause (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint limited with respect to each person to the amount equal to the aggregate net proceeds (after deducting underwriting discounts and several, among commissions but before deducting any other expenses incident to the consummation of the transactions contemplated by this paragraph) to such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person holder from the sale of Registrable Securities by it in such Person's offering. (b) Each Person that is participating in any Registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such registrationPerson’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 7(e). In the event the Company will give any such notice, the applicable time period mentioned in Section 7(b) during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 10(b) to and including the date when each seller of a Registrable Security covered by such registration statement will have received the copies of the supplemented or amended prospectus contemplated by Section 7(e).

Participation in Underwritten Registrations. No Person party hereto may participate in any registration hereunder that is underwritten registered offering contemplated hereunder unless such Person party (ai) agrees to sell its securities such party's Company Securities on the basis provided in any underwriting arrangements approved by the Persons Person(s) entitled hereunder to approve such arrangements, and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, that no such Person holder of Underlying Common Stock or Warrant Shares included in any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters other than representations and warranties as regarding such holder and such holder's intended method of distribution and a statement to (i) the effect that nothing has come to the attention of such Person's ownership holder that would lead such holder to believe that the registration statement or the prospectus included therein contained any untrue statement of his a material fact or its Registrable Securities omitted to state a material fact required to be sold or transferred free and clear stated therein in order to make the statements contained therein, in light of all liensthe circumstances under which they were made, claims and encumbrancesnot misleading; provided, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, individual to each holder and provided further that such liability will be limited to, to the net amount of proceeds received by such Person holder from the sale of such Person's Registrable Securities Underlying Common Stock and/or Warrant Shares, as applicable, pursuant to such registrationregistration statement.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's ’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's ’s Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder that is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its securities the Registrable Securities or Other Securities it desires to have covered by the registration on the basis provided in any underwriting arrangements in customary form approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that (A) no Holder shall be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration) and (B) if any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an underwritten registration pursuant to Section 1, the Requesting Investor, (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Personarrangements, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, provided that no such Person (other than the Company) shall be required to make any representations or warranties in connection with any such registration other than representations those related to title and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free of, and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such transfer Person pertaining exclusively to such Holder and (iii) cooperates with the Company’s reasonable requests in connection with such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, registration or qualification (it being understood that the obligation Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, shall not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, no Holder shall be required to agree to any indemnification obligations on the part of such Person to indemnify Holder that are greater than its obligations pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registrationSection 5(b).

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangement; provided, however, that no such Person holder of less than 10% of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of stock and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof; (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registration.Person's Registrable Securities,

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person’s securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangement; provided, however, that no such Person holder of less than ten percent (10%) of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of stock and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof; (a) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership ’s Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (b) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear the registration of all liens, claims and encumbrances, (ii) such Person's power ’s Registrable Securities, including, without limitation, providing access to all relevant books and authority records; and (c) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation offering of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Person’s Registrable Securities, and in the liability case of each such Person will be in proportion toa registration which is underwritten, and provided further that such liability will be limited to, necessary or appropriate under the net amount received by such Person from the sale terms of such Person's Registrable Securities pursuant underwriting arrangements (subject to such registrationthe provision in Section 7(a) above).

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), PROVIDED, that each Holder shall not be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration) and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement. (b) Each Person that is participating in any registration under this Agreement and (c) furnishes in writing to agrees that, upon receipt of any notice from the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as happening of any event of the Company may from time to time request or as may be legally required kind described in connection with such registration; providedSection 1.5(e) above, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, forthwith discontinue the net amount received by such Person from the sale disposition of such Person's its Registrable Securities pursuant to the Registration Statement and all use of the Registration Statement or any prospectus or related document until such registrationPerson's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 1.5(e) and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in Holder's possession of such documents at the time of receipt of such notice. Furthermore, each Holder agrees that if such Holder uses a prospectus in connection with the offering and sale of any of the Registrable Securities, the Holder will use only the latest version of such prospectus provided by Company.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangement; provided, however, that no such Person holder of less than 10% of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of stock and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof; (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registrationPerson's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in Section 7(a) above).

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; providedPROVIDED, howeverHOWEVER, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided furtherPROVIDED FURTHER, howeverHOWEVER, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangement; provided, however, that no such Person holder of less than eight percent (10%) of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of stock and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7; (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registrationPerson's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in Section 8(a)).

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided, that each holder of Registrable Securities shall not be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement. (b) Each Person that is participating in any registration under this Agreement and (c) furnishes in writing to agrees that, upon receipt of any notice from the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as happening of any event of the Company may from time to time request or as may be legally required kind described in connection with such registration; providedSection 1.6(a)(v) above, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, forthwith discontinue the net amount received by such Person from the sale disposition of such Person's its Registrable Securities pursuant to the Registration Statement and all use of the Registration Statement or any prospectus or related document until such registrationPerson's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 1.6(a)(v) and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in holder's possession of such documents at the time of receipt of such notice. Furthermore, each holder agrees that if such holder uses a prospectus in connection with the offering and sale of any of the Registrable Securities, the holder will use only the latest version of such prospectus provided by Company.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the such Person or Persons entitled hereunder to approve such arrangements, arrangements and (b) completes and executes all questionnaires, powers of attorney, custody arrangementsagreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangements; provided, however, that no such Person holder of United Registrable Shares shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Personholder's ownership of his or its United Registrable Securities Shares to be sold or transferred free and clear of all liens, claims claims, and encumbrances, (ii) such Personholder's power and authority to effect such transfer transfer, and (iii) such matters pertaining to the compliance with securities laws as may be reasonably requested; provided provided, further, however, that the obligation of such Person holder to indemnify pursuant to any such underwriting agreements arrangements shall be several, not joint and several, among such Persons holders selling United Registrable SecuritiesShares, and the liability of each such Person holder will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person holder from the sale of such Person's his or its United Registrable Securities Shares pursuant to such registration.

Participation in Underwritten Registrations. No Person may participate ------------------------------------------- in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements arrangements; provided, that (a) the holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and this Agreement may, at their option, require that any or all of the representations and (c) furnishes in writing to warranties by the Company to and for the benefit of such information regarding underwriters shall also be made to and for the benefit of such Person, the plan holders of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required (b) no holder of Registrable Securities included in connection with such registration; provided, however, that no such Person any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties as to (i) regarding such Personholder, such holder's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that being included in the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securitiesregistration, and the liability of each such Person will be in proportion torelated customer matters, and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registrationin Section 6(b) hereof.

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (a) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangementsarrangement; PROVIDED, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, howeverHOWEVER, that no such Person holder of less than ten percent (10%) of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of stock and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in SECTION 6 hereof; (b) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (c) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (d) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registrationPerson's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in SECTION 7(A) above).

Participation in Underwritten Registrations. No Person may participate in any underwritten registered offering contemplated registration hereunder unless such Person Person: (aA) in the case of a registration which is underwritten, agrees to sell its such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationarrangement; provided, however, that no such Person holder of less than ten percent (10%) of all Registrable Securities included in any underwritten registration (other than an executive officer or director of the Company) shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of stock and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof; (B) as expeditiously as possible, notifies the Company, at any time when a prospectus relating to (i) such Person's ownership Registrable Securities is required to be delivered under the Securities Act, of his the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; (C) complies with all reasonable requests made by the Company or its Registrable Securities counsel with respect to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale registration of such Person's Registrable Securities pursuant Securities, including, without limitation, providing access to all relevant books and records; and (D) completes, executes and delivers all questionnaires, powers of attorney, indemnities, underwriting agreements and other usual and customary documents necessary or appropriate with respect to the offering of such registrationPerson's Registrable Securities, and in the case of a registration which is underwritten, necessary or appropriate under the terms of such underwriting arrangements (subject to the provision in Section 7(a) above).