Common use of Participation in Underwritten Registrations Clause in Contracts

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities Investor Party shall be required to sell more than the number of Registrable Securities such holder Investor Party has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities Investor Party included in any underwritten registration shall be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties regarding such holderInvestor Party, such holderInvestor Party’s title to the securities, such PersonInvestor Party’s authority to sell such securities and such holderInvestor Party’s intended method of distribution) or to undertake any indemnification obligations to Pubco the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 79. Each holder of Registrable Securities Investor Party shall execute and deliver such other agreements as may be reasonably requested by Pubco the Company and the lead managing underwriter(s) that are consistent with such holderInvestor Party’s obligations under Section 34, Section 4 5 and this Section 7 10 or that are necessary to give further effect thereto, and the Company 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 any such agreement is entered into pursuant to, and consistent with, Section 3 4 and this Section 710, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holdersInvestor Parties, Pubco the Company and the underwriters created pursuant to this Section 710.

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.6(a)(ii) and Section 2.6(b)(ii) above, no Person may participate in any registration underwritten offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 (bii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided arrangements and all applicable securities laws. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that no holder any or all of Registrable Securities included in any underwritten registration the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to Pubco or agreements with the Company or the underwriters (in connection with such underwriting agreement other than representations and representations, warranties or agreements regarding such holderParticipating Holder, such holderParticipating Holder’s title to the securitiesRegistrable Securities, such PersonParticipating Holder’s authority to sell the Registrable Securities, such securities and such holderParticipating Holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters , absence of liens with respect thereto that are materially more burdensome than those provided in Section 7. Each holder to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities shall execute and deliver any other representations required to be made by such other agreements as may be reasonably requested by Pubco Participating Holder under applicable law, rule or regulation, and the lead managing underwriter(s) that are consistent aggregate amount of the liability of such Participating Holder in connection with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such underwriting agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7not exceed such Participating Holder’s net proceeds from such underwritten offering.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment 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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 78. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 34, Section 4 5 and this Section 7 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 4 and this Section 78, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco the Company and the underwriters created pursuant to this Section 78.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 78. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 34, Section 4 5 and this Section 7 9 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 4 and this Section 79, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 79.

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.8(a)(ii) and Section 2.8(b)(ii) above, no Person may participate in any registration underwritten offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 (bii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsarrangements and all applicable securities laws; provided provided, that no holder this sentence shall not be construed to require any Holder to enter into any standstill or similar agreement with the underwriters. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of Registrable Securities included such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any underwritten registration or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to Pubco or agreements with the Company or the underwriters (in connection with such underwriting agreement other than representations and representations, warranties or agreements regarding such holderParticipating Holder, such holderParticipating Holder’s title to the securitiesRegistrable Securities, such PersonParticipating Holder’s authority to sell the Registrable Securities, such securities and such holderParticipating Holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters , absence of liens with respect thereto that are materially more burdensome than those provided in Section 7. Each holder to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities shall execute and deliver any other representations required to be made by such other agreements as may be reasonably requested by Pubco Participating Holder under applicable law, rule or regulation, and the lead managing underwriter(s) that are consistent aggregate amount of the liability of such Participating Holder in connection with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such underwriting agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7not exceed such Participating Holder’s net proceeds from such underwritten offering.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 78, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco the Company and the underwriters created pursuant to this Section 78.

Participation in Underwritten Registrations. No Person Holder may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person Holder (a) agrees to sell such Person’s securities Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided . In addition to the foregoing, all Holders agree that no holder in connection with the first Underwritten Offering following the date hereof, they shall not, to the extent requested by the Company and the lead Underwriter in such offering, sell or otherwise transfer or dispose of Registrable any Transfer Restricted Securities (other than (i) sales, transfers or dispositions to donees who agree to be similarly bound or (ii) sales, transfers or dispositions of Transfer Restricted Securities included in the registration of the first Underwritten Offering or in any underwritten registration shall be required statement previously declared effective) during a reasonable and customary period of time, not to make any representations or warranties to Pubco or exceed 180 days, next following the underwriters (other than representations and warranties regarding such holder, such holder’s title effective date of the Registration Statement relating to the securitiesfirst Underwritten Offering; provided, however, that such Person’s authority agreement by the Holders not to sell dispose of Transfer Restricted Securities during such period shall apply only if all executive officers, directors and each stockholder holding at least 5% of the Common Stock of the Company then outstanding and all other persons with registration rights relating to any of the Company's securities to be registered in such offering (whether or not pursuant to this Agreement) enter into similar agreements with the Company and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided Underwriters containing the same terms as set forth in this Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and In order to enforce the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To foregoing covenant contained in the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7prior sentence, the respective rights and obligations created under such agreement shall supersede Company may impose stop-transfer instructions with respect to the respective rights and obligations Transfer Restricted Securities of the holders, Pubco and Holders until the underwriters created pursuant to this Section 7end of such agreed upon period.

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements RHH (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; provided managing underwriter(s), except that no holder of Registrable Securities shall will be required to sell more than the number of Registrable Securities that such holder has requested RHH to include) and include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall will be required to make any representations or warranties to Pubco RHH or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities holder and such holder’s intended method of distribution, due and valid execution of any agreements relating to such offering, and good title to, and no liens or encumbrances on, any Registrable Securities to be sold in such registration, (iii) or timely furnishes to undertake any indemnification obligations to Pubco or RHH and/or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of managing such registration, all information regarding such holder, the Registrable Securities shall execute held by such holder and deliver its intended method of distribution of such other agreements Registrable Securities as may be RHH or such underwriters reasonably requested by Pubco request, and (iv) agrees (and such holder hereby agrees) to notify RHH and/or any underwriter managing such registration of any untrue statement of material fact contained in the lead managing underwriter(s) that are consistent prospectus in connection with such holder’s obligations under Section 3, Section 4 and this Section 7 registration or that are any omission of a material fact required to be stated therein or necessary to give further effect thereto. To make the statements therein not misleading, but only to the extent that any such agreement untrue statement or omission is entered into pursuant to, made in such prospectus in reliance upon and consistent with, Section 3 in conformity with written information prepared and this Section 7, the respective rights and obligations created under furnished to RHH by such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7holder expressly for use therein.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (ai) agrees to sell such Person’s 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 arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; managing underwriter(s), provided that (A) no holder of Registrable Securities Holder shall be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to includeinclude in any registration) and (bB) 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, (ii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; , provided that no holder of Registrable Securities included in any underwritten registration such Person (other than the Company) shall be required to make any representations or warranties other than those related to Pubco title and ownership of, and power and authority to 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 underwriters managing underwriter(s) by such Person pertaining exclusively to such Holder and (other than representations and warranties regarding iii) cooperates with the Company’s reasonable requests in connection with such holderregistration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such holderHolder’s title failure to cooperate, shall not constitute a breach by the securitiesCompany of this Agreement). Notwithstanding the foregoing, such Person’s authority no Holder shall be required to sell such securities and such holder’s intended method of distribution) or agree to undertake any indemnification obligations to Pubco or on the underwriters with respect thereto part of such Holder that are materially more burdensome greater than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s its obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 75(b).

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (ai) enters into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, (ii) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; managing underwriter(s), provided that no holder of Registrable Securities shall will be required to sell more than the number of Registrable Securities that such holder of Registrable Securities has requested the Company to includeinclude in any registration) and (biii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that in no event shall any holder of Registrable Securities included in any underwritten registration shall be required to make indemnify any representations underwriter or warranties to Pubco or the underwriters (other Person in any manner other than representations and warranties regarding such holder, such holder’s title that which is specifically set forth in Section 6(b) with respect to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any its indemnification obligations to Pubco or the underwriters Company and other holders of Registrable Securities; provided, further, that if any holder disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom (and not participate in such underwritten registration) upon written notice to the Company and the managing underwriter(s) in accordance with respect thereto that are materially more burdensome than those provided in Section 7the terms hereof. Each holder of Registrable Securities shall agrees to execute and deliver such other agreements as may be reasonably requested by Pubco the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 3 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7.

Participation in Underwritten Registrations. No Subject to the provisions of Section 3.6(a)(ii) and Section 3.6(b)(ii) above, no Person may participate in any registration underwritten offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 (bii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; arrangements and all applicable securities laws. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide conditions precedent to the obligations of such Participating Holders as are customarily provided that no holder of Registrable Securities included with respect to selling stockholders in any secondary underwritten registration public offerings. Any such Participating Holder shall not be required to make any representations or warranties to Pubco or agreements with the Company or the underwriters (in connection with such underwriting agreement other than representations and representations, warranties or agreements as are customarily made by selling stockholders in secondary underwritten public offerings regarding such holderParticipating Holder, such holderParticipating Holder’s title to the securitiesRegistrable Securities, such PersonParticipating Holder’s authority to sell the Registrable Securities, such securities and such holderParticipating Holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters , absence of liens with respect thereto that are materially more burdensome than those provided in Section 7. Each holder to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities shall execute and deliver any other representations required to be made by such other agreements as may be reasonably requested by Pubco Participating Holder under applicable law, rule or regulation, and the lead managing underwriter(s) that are consistent aggregate amount of the liability of such Participating Holder in connection with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such underwriting agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7not exceed such Participating Holder’s net proceeds from such underwritten offering.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 78. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 35, Section 4 6 and this Section 7 9 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 6 and this Section 79, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco the Company and the underwriters created pursuant to this Section 79.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (ai) agrees to sell such Person’s 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 arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; managing underwriter(s), provided that (A) no holder of Registrable Securities Holder shall be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to includeinclude in any registration) and (bB) 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, (ii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; , provided that no holder of Registrable Securities included in any underwritten registration such Person (other than the Company) shall be required to make any representations or warranties other than those related to Pubco title and ownership of, and power and authority to 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 underwriters managing underwriter(s) by such Person pertaining exclusively to such Holder and (other than representations and warranties regarding iii) cooperates with the Company’s reasonable requests in connection with such holderregistration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such holderHolder’s title failure to cooperate, shall not constitute a breach by the securitiesCompany of this Agreement). Notwithstanding the foregoing, such Person’s authority no Holder shall be required to sell such securities and such holder’s intended method of distribution) or agree to undertake any indemnification obligations to Pubco or on the underwriters with respect thereto part of such Holder that are materially more burdensome greater than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s its obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 75(b).

Participation in Underwritten Registrations. No Person Holder may participate sell any Transfer Restricted Security in an Underwritten Registration pursuant to this Agreement; provided, however, if at any time prior -------- ------- to the filing of the Resale Registration Statement the Board of Directors of the Company shall determine to file with the SEC a registration hereunder which is underwritten unless statement relating to an offering for its own account or the account of others under the Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (collectively, a "Piggyback Registration Statement"), the Company shall send to each Holder ---------------------------------- written notice of such Person determination and, if within ten (a10) agrees days after the effective date of such notice, such Holder shall so request in writing, the Company shall include in such Piggyback Registration Statement the Transfer Restricted Securities of such Holder eligible to sell such Person’s securities be included in a Resale Registration Statement, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the basis provided number of shares of Common Stock which may be included in any underwriting arrangements approved by the Person Piggyback Registration Statement because, in such underwriter(s) judgment, marketing or Persons entitled other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Piggyback Registration Statement only such limited portion of the Transfer Restricted Securities with respect to which such Holder has requested inclusion hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by as the underwriters; provided that no holder underwriter shall permit. Any exclusion of Registrable Transfer Restricted Securities shall be required made pro rata among the Holders seeking to sell more than include Transfer Restricted Securities in proportion to the number of Registrable Transfer Restricted Securities sought to be included by such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7Holders.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 78. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 13 and this Section 7 14 or that are necessary to give further effect thereto, and the Company 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 any such agreement is entered into pursuant to, and consistent with, Section 3 13 and this Section 714, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco the Company and the underwriters created pursuant to this Section 7.14. ​

Participation in Underwritten Registrations. No Subject to the provisions of Section 7.6(a)(ii) and Section 7.6(b)(ii) above, no Person may participate in any registration underwritten offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 (bii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangementsarrangements and all applicable securities laws; provided provided, that no holder this sentence shall not be construed to require any Holder to enter into any standstill or similar agreement with the underwriters. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of Registrable Securities included such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any underwritten registration or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to Pubco or agreements with the Company or the underwriters (in connection with such underwriting agreement other than representations and representations, warranties or agreements regarding such holderParticipating Holder, such holderParticipating Holder’s title to the securitiesRegistrable Securities, such PersonParticipating Holder’s authority to sell the Registrable Securities, such securities and such holderParticipating Holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters , absence of liens with respect thereto that are materially more burdensome than those provided in Section 7. Each holder to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities shall execute and deliver any other representations required to be made by such other agreements as may be reasonably requested by Pubco Participating Holder under applicable law, rule or regulation, and the lead managing underwriter(s) that are consistent aggregate amount of the liability of such Participating Holder in connection with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such underwriting agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7not exceed such Participating Holder’s net proceeds from such underwritten offering.

Participation in Underwritten Registrations. No Person may participate in any registration Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration Registration shall be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Personholder’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 77.8. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 37.4, Section 4 7.5 and this Section 7 7.9 or that are necessary to give further effect thereto, and the Company 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 any such agreement is entered into pursuant to, and consistent with, Section 3 7.4 and this Section 77.9, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco the Company and the underwriters created pursuant to this Section 77.9.

Participation in Underwritten Registrations. No Person The ------------------------------------------- Investor and the Permitted Transferees may not participate in any underwritten registration hereunder which is underwritten unless such Person the Investor and the Permitted Transferees (a) agrees to sell such Person’s securities the Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (includingarrangements, 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 agreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights; provided that no holder of Registrable Securities included in any underwritten registration (i) the Investor and each Permitted Transferee shall not be -------- required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title except those which relate solely to the securities, such Person’s authority to sell such securities Investor and such holder’s each Permitted Transferee and its intended method of distribution, and (ii) the liability of the Investor and each Permitted Transferee to any Underwriter under such underwriting agreement will be limited to liability arising from misstatements or omissions regarding the Investor and its intended method of distribution and any such liability shall not exceed an amount equal to undertake the amount of net proceeds the Investor and each Permitted Transferee derives from such registration; provided, however, that in an -------- offering by the Company in which the Investor and each Permitted Transferee requests to be included in a Piggy-Back Registration, the Company shall use its best efforts to arrange the terms of the offering such that the provisions set forth in clauses (i) and (ii) of this Section 7.1 are true; provided further, ---------------- that if the Company fails in its best efforts to so arrange the terms, the Investor and each Permitted Transferee may withdraw all or any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder part of its Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco from the Piggy-Back Registration and the lead managing underwriter(sCompany shall reimburse the Investor and each Permitted Transferee for all reasonable out-of- pocket expenses (including counsel fees and expenses) that are consistent with incurred prior to such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7withdrawal.

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; provided managing underwriter(s), except that no holder of Registrable Securities shall will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include) and include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including an opinion of counsel to such person substantially similar to the opinion given by the counsel to shareholders of the Company in the IPO to the underwriters in the IPO, as provided in the underwriting agreement entered into therewith; provided provided, however, that no holder of Registrable Securities included in any underwritten registration shall will be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties substantially similar to those representations and warranties made by the shareholders of the Company in the IPO to the underwriters in the IPO, as provided in the underwriting agreement entered into therewith, regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities holder and such holder’s intended method of distribution) , due and valid execution of any agreements relating to such offering, and good title to, and the absence of liens or to undertake encumbrances on, any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute to be sold by such Shareholders in such registration, and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any underwriter or underwriters may require any Shareholder to make additional representations and warranties which all of the other participants in such agreement underwritten offering have agreed to make (unless any such representation or warranty is entered into pursuant tonot applicable to such Shareholder’s ownership), then such Shareholder will not be permitted to participate in such registration unless such Shareholder agrees to make the same representations and warranties, (iii) timely furnishes to the Company and/or the underwriters managing such registration, all information regarding such holder, the Registrable Securities held by such holder and its intended method of distribution of such Registrable Securities as the Company or such underwriters reasonably request, and consistent with(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, Section 3 but only to the extent that such untrue statement or omission is made in such prospectus in reliance upon and this Section 7, in conformity with written information prepared and furnished to the respective rights Company by such holder expressly for use therein. Any indemnities required to be delivered pursuant to clause (ii) shall be limited with respect to each person to the amount equal to the aggregate net proceeds (after deducting underwriting discounts and obligations created under such agreement shall supersede commissions but before deducting any other expenses incident to the respective rights and obligations consummation of the holders, Pubco and transactions contemplated by this paragraph) to such holder from the underwriters created pursuant to this Section 7sale of Registrable Securities by it in such offering.

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters; provided managing underwriter(s), except that no holder of Registrable Securities shall will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include) and include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided provided, however, that no holder of Registrable Securities included in any underwritten registration shall will be required to make any representations or warranties to Pubco the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities holder and such holder’s intended method of distribution) , due and valid execution of any agreements relating to such offering, and good title to, and the absence of liens or to undertake encumbrances on, any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute to be sold by such Stockholders in such registration, and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any underwriter or underwriters may require any Stockholder to make additional representations and warranties which all of the other participants in such agreement underwritten offering have agreed to make (unless any such representation or warranty is entered into pursuant tonot 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 information regarding such holder, the Registrable Securities held by such holder and its intended method of distribution of such Registrable Securities as the Company or such underwriters reasonably request, and consistent with(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, Section 3 but only to the extent that such untrue statement or omission is made in such prospectus in reliance upon and this Section 7, in conformity with written information prepared and furnished to the respective rights Company by such holder expressly for use therein. Any indemnities required to be delivered pursuant to clause (ii) shall be limited with respect to each person to the amount equal to the aggregate net proceeds (after deducting underwriting discounts and obligations created under such agreement shall supersede commissions but before deducting any other expenses incident to the respective rights and obligations consummation of the holders, Pubco and transactions contemplated by this paragraph) to such holder from the underwriters created pursuant to this Section 7sale of Registrable Securities by it in such offering.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 78. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 34, Section 4 5 and this Section 7 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 any such agreement is entered into pursuant to, and consistent with, Section 3 4 and this Section 79, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 7.9. ​ ​ ​

Participation in Underwritten Registrations. No Person may participate in any registration Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration Registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 78. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 34, Section 4 5 and this Section 7 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 any such agreement is entered into pursuant to, and consistent with, Section 3 4 and this Section 79, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 79.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 79. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 34, Section 4 5 and this Section 7 10 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 any such agreement is entered into pursuant to, and consistent with, Section 3 4, Section 9 and this Section 710, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 710.

Participation in Underwritten Registrations. (a) If any of the Registrable Securities covered by the Registration Statement are to be sold in an underwritten offering, the investment bank or investment bankers and manager or managers that will administer the offering will be selected by the Buyer and shall be reasonably satisfactory to the Majority Holders of the Registrable Securities included in such offering. (b) In the event any holder proposes to sell Registrable Securities covered by the Registration Statement in an underwritten offering, it will so notify Buyer and provide Buyer with the information to be included in the notice to be given by Buyer hereinafter set forth. Promptly (and in any event within ten (10) Business Days) after receipt of such notice, Buyer will give written notice to each other holder of Registrable Securities of (i) the name of the proposing holder, (ii) the number of Registrable Securities proposed to be sold by such proposing holder, and (iii) the right of each other holder to elect to have all or a portion of the Registrable Securities owned by such holder included in such underwritten offering by notifying Buyer and the proposing holder of such election (and specifying the number of Registrable Securities to be so included) within ten (10) Business Days after receipt of such notice from Buyer. A holder making such an election on a timely basis shall be entitled to have the number of Registrable Securities specified in such election included in the underwritten offering; provided, however, that, if the managing underwriter advises the participating holders in writing that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the amount of Registrable Securities that may be included in the underwriting shall be so limited and shall be allocated among the participating holders pro rata in accordance with the number of Registrable Securities proposed to be included in the underwritten offering by the participating holders. 65 71 (c) No Person holder may participate in any underwritten registration hereunder which is underwritten unless such Person holder (ax) agrees to sell such Person’s holder's securities on the basis provided in any underwriting arrangements approved by the Person or Persons holders entitled hereunder to approve such arrangements (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 (by) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder . Nothing in this Section 4 shall be construed to create any additional rights regarding the registration of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other holder otherwise than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7as set forth herein. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 75.

Participation in Underwritten Registrations. No Person Holder may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person Holder (a) agrees to sell such Person’s securities Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (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 agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided . In addition to the foregoing, all Holders agree that no holder in connection with the first Underwritten Offering following the date hereof, they shall not, to the extent requested by the Company and the lead Underwriter in such offering, sell or otherwise transfer or dispose of Registrable any Transfer Restricted Securities (other than (i) sales, transfers or dispositions to donees who agree to be similarly bound or (ii) sales, transfers or dispositions of Transfer Restricted Securities included in the registration of the first Underwritten Offering or in any underwritten registration shall be required statement previously declared effective) during a reasonable and customary period of time, not to make any representations or warranties to Pubco or exceed 180 days, next following the underwriters (other than representations and warranties regarding such holder, such holder’s title effective date of the Registration Statement relating to the securitiesfirst Underwritten Offering; provided, however, that such Person’s authority agreement by the Holders not to sell dispose of Transfer Restricted Securities during such period shall apply only if all executive officers, directors and principal shareholders of the Company and all other persons with registration rights relating to any of the Company's securities to be registered in such offering (whether or not pursuant to this Agreement) enter into similar agreements with the Company and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided Underwriters containing the same terms as set forth in this Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and In order to enforce the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To foregoing covenant contained in the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7prior sentence, the respective rights and obligations created under such agreement shall supersede Company may impose stop-transfer instructions with respect to the respective rights and obligations Transfer Restricted Securities of the holders, Pubco and Holders until the underwriters created pursuant to this Section 7end of such agreed upon period.

Participation in Underwritten Registrations. No Person may If a Demand Registration requested pursuant to this Section 3 involves an underwritten public offering, the right of any Holder to participate in any such registration hereunder which is underwritten will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved otherwise agreed by the Person or Persons entitled hereunder to approve demanding Principal Stockholder), and each such arrangements Holder will (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; , provided that (A) no holder of Registrable Securities Holder shall be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to includeinclude in any registration) and (bB) completes and executes all questionnaires, powers if any Holder disapproves of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of the underwriting, such underwriting arrangements; Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriters and the demanding Principal Stockholder, provided further that no holder of Registrable Securities included in any underwritten registration such Person (other than the Company) shall be required to make any representations or warranties other than those related to Pubco title and ownership of, and power and authority to 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 underwriters (other than representations and warranties regarding by such holderPerson pertaining exclusively to such Holder. Notwithstanding the foregoing, such holder’s title no Holder shall be required to the securities, such Person’s authority agree to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or on the underwriters with respect thereto part of such Holder that are materially more burdensome greater than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s its obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 75.

Participation in Underwritten Registrations. No Person may participate If a registration requested pursuant to this Section 2 involves an underwritten public offering, the right of any Holder of Registrable Securities to be included in any such registration hereunder which is underwritten pursuant to this Section 2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved otherwise agreed by the Person or Persons entitled hereunder to approve Company), and each such arrangements Holder will (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; , provided that (A) no holder of Registrable Securities Holder shall be required to sell more than the number of Registrable Securities that such holder Holder has requested the Company to includeinclude in any registration) and (bB) completes and executes all questionnaires, powers if any Holder disapproves of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of the underwriting, such underwriting arrangements; Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriters, provided further that no holder of Registrable Securities included in any underwritten registration such Person (other than the Company) shall be required to make any representations or warranties other than those related to Pubco title and ownership of, and power and authority to 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 underwriters (other than representations and warranties regarding by such holderPerson pertaining exclusively to such Holder. Notwithstanding the foregoing, such holder’s title no Holder shall be required to the securities, such Person’s authority agree to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or on the underwriters with respect thereto part of such Holder that are materially more burdensome greater than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s its obligations under Section 3, Section 4 and this Section 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this Section 75.