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 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 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. (i) 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 (bincluding 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 (ii) 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 (carrangements; provided that in no event shall any holder of Registrable Securities be required to indemnify any underwriter or other Person in any manner other than that which is specifically set forth in Section 6(b) furnishes in writing with respect to its indemnification obligations to the Company such information regarding such Person, the plan and other holders of distribution Registrable Securities. Each holder of the Registrable Securities agrees to execute and deliver such 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 agreements as may be reasonably requested; provided furtherrequested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3 or that are necessary to give further effect thereto. Without limiting any other right or remedy to which a party hereto may be entitled, howeverany holder of Registrable Securities that does not comply with his, that her or its obligations under this Section 7(a)(i) shall not be entitled to participate in the obligation registration in question without violation 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 registrationholder’s rights hereunder.

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 Company 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 Company 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 the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, however, Section 5 and this Section 9 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 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, the Company and the underwriters created pursuant to such registrationthis Section 9.

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 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 no holder of Registrable Securities 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 arrangements. Each Person that is participating in writing to any registration hereunder 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 12(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 until such registrationPerson's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 12(ii) during which a Registration Statement is to remain effective shall 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 15 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 12(v).

Participation in Underwritten Registrations. No Subject to the provisions of Section 5.6(a)(ii) and Section 5.6(b)(ii) above, no Person may participate in any 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 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 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 (cii) furnishes in writing provide that any or all of the conditions precedent to the Company obligations of such information regarding underwriters under such Person, underwriting agreement also shall be conditions precedent to the plan obligations 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 Participating Holders. Any such Person Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with any such registration underwriting agreement other than representations and representations, warranties as or agreements regarding such Participating Holder, such Participating Holder’s title 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, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect 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 liability of each entry into such Person will be in proportion to, underwriting agreement 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 and any other representations required to be made by such registrationParticipating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.

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 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 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 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 (cii) furnishes in writing provide that any or all of the conditions precedent to the Company obligations of such information regarding underwriters under such Person, underwriting agreement also shall be conditions precedent to the plan obligations 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 Participating Holders. Any such Person Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with any such registration underwriting agreement other than representations and representations, warranties as or agreements regarding such Participating Holder, such Participating Holder’s title 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, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect 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 liability of each entry into such Person will be in proportion to, underwriting agreement 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 and any other representations required to be made by such registrationParticipating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not 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 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 no holder of Registrable Securities 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 arrangements. Each Person that is participating in writing to any registration hereunder 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 12(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 until such registrationPerson’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 12(ii) during which a Registration Statement is to remain effective shall 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 16 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 12(v).

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 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. 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 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 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 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 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 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 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 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 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 (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 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.