Common use of Additional Procedures Clause in Contracts

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 6.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders Stockholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering and (b) to the extent selling stockholders Stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion of any such liability, in accordance with such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the any underwriting agreement entered into by the Company (as directed by the Coordination Committee) and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnitiesindemnities in respect of the Company or the business of the Company, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 shall 7.2 will take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall will not exceed such holder’s net proceeds actually received by such holder from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall will not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds actually received by such holder from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Management Shares participating in any Public Offering pursuant to this Section 2.2 2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Management Shares in such Public Offering, including without limitation being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Management Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 8.3 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) on the part of, the Company and any other selling shareholders to and for the benefit of the underwriters contained thereinin such underwriting agreement; provided, however, that (ai) with respect to individual representations, warranties, indemnities warranties and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities agreements of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (ia) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Shares included in the offering, and offering or (iib) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 7.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed any such holderHolder’s net proceeds from such offering and offering, (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (iA) any such holderHolder’s pro rata portion of any such liability, in accordance with such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (B) any such Holder’s net proceeds from such offering and (iii) the aggregate liability with respect to clauses (i) and (ii) shall not exceed such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Registrable Securities participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any --------------------- Public Offering pursuant to this Section 2.2 8.3 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) on the part of, the Company and any other selling shareholders to and for the benefit of the underwriters contained thereinin such underwriting agreement; provided, however, that (ai) -------- ------- with respect to individual representations, warranties, indemnities warranties and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities agreements of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (ia) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Shares included in the offering, and offering or (iib) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 shall 3.2 will take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall will not exceed such holder’s net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall will not exceed the lesser of (ix) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (iiy) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Warrant Shares participating in any Public Offering pursuant to this Section 2.2 8.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Warrant Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders stockholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained thereinunderwriters; providedPROVIDED, howeverHOWEVER, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers selling holders of Registrable Securities Warrant Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (b) to the extent selling stockholders holders of Warrant Shares give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Warrant Shares included in the offering, and offering or (ii) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 7.3 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.1 shall take all such actions and execute all such documents and instruments that as are reasonably requested by the Company to effect the sale of their the Holders’ Registrable Securities in such the Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such the Public Offering, the aggregate amount of such liability shall may not exceed such the holder’s net proceeds from such the offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such the Public Offering, the aggregate amount of such liability shall may not exceed the lesser of (iA) such the holder’s pro rata portion of any such liability, in accordance with such the holder’s portion of the total number of Registrable Securities included in the offering, offering and (iiB) such the holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any --------------------- Public Offering pursuant to this Section 2.2 8.3 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-"lock- up” " agreements) on the part of, the Company and any other selling shareholders to and for the benefit of the underwriters contained thereinin such underwriting agreement; provided, however, that (ai) with respect to individual representations, warranties, indemnities -------- ------- warranties and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities agreements of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (ia) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Shares included in the offering, and offering or (iib) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-uplock‑up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed any such holderHolder’s net proceeds from such offering and offering, (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (iA) any such holderHolder’s pro rata portion of any such liability, in accordance with such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (B) any such Holder’s net proceeds from such offering and (iii) the aggregate liability with respect to clauses (i) and (ii) shall not exceed such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 7.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of shares participating in any --------------------- Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to -------- ------- individual representations, warranties, indemnities and agreements of sellers of Registrable Securities shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities shares included in the offering, and offering or (ii) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Registrable Securities participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Piggyback Eligible Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the any underwriting agreement entered into by the Company (as directed by the Coordination Committee) and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering offering, and (b) to the extent selling stockholders give further representations, warranties and indemnitiesindemnities in respect of the Company or the business of the Company, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the such offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Warrant Shares participating in any Public Offering pursuant to this Section 2.2 8.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Warrant Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders stockholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained thereinunderwriters; providedPROVIDED, howeverHOWEVER, that (a) with -------- ------- respect to individual representations, warranties, indemnities and agreements of sellers selling holders of Registrable Securities Warrant Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (b) to the extent selling stockholders holders of Warrant Shares give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Warrant Shares included in the offering, and offering or (ii) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including without limitation being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations 30748034_8 and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-uplock‑up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed any such holderHolder’s net proceeds from such offering and offering, (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (iA) any such holderHolder’s pro rata portion of any such liability, in accordance with such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (B) any such Holder’s net proceeds from such offering and (iii) the aggregate liability with respect to clauses (i) and (ii) shall not exceed such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and indemnifications, “lock-up” agreements) agreements and other agreements for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net gross proceeds from such offering offering, and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net gross proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Piggyback Eligible Holders participating in any Public Offering pursuant to this Section 2.2 6.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the any underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications warranties and “lock-up” agreementsindemnifications) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderPiggyback Eligible Holder’s net proceeds from such offering offering, and (b) to the extent selling stockholders give further representations, warranties and indemnitiesindemnities in respect of the Company or the business of the Company, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderPiggyback Eligible Holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the such offering, and (ii) such holderPiggyback Eligible Holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders Investors participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderInvestor’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderInvestor’s pro rata portion of any such liability, in accordance with such holderInvestor’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderInvestor’s net proceeds from such offering less the amount of such holderInvestor’s liability, if any, under clause (a) above in respect of such Public Offering.

Additional Procedures. Holders participating in any Public Offering In the case of a registration pursuant to this --------------------- Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested 3.1, whenever the holders of at least a majority of the Registrable Securities to be included in the proposed registration statement in question by the Initiating Investors (the "Majority Participating Stockholders") shall ----------------------------------- request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to effect holders of Registrable Securities and holders of Warrants referred to in Section 3.2. In such event, the sale right of their any holder of Registrable Securities to have securities owned by such holder included in such registration pursuant to Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in such Public Offering, including being parties to the underwriting (unless otherwise mutually agreed upon by the Majority Participating Stockholders and such holder). If requested by such underwriters, the Company together with the holders of Registrable Securities proposing to distribute their securities through such underwriting will enter into an underwriting agreement entered into with such underwriters for such offering containing such representations and warranties by the Company and any such holders and such other selling shareholders terms and provisions as are customarily contained in connection therewith and being liable in respect of the representations and warranties and the other underwriting agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representationssecondary distributions, warrantiesincluding, indemnities without limitation, customary indemnity and agreements of sellers of Registrable Securities contribution provisions (subject, in such Public Offeringeach case, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares limitations on such liabilities set forth in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringthis Agreement).

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 6.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 6.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Shares included in the offering, and (ii) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of shares participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (iA) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities shares included in the offering, and offering or (iiB) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Management Shares participating in any Public Offering pursuant to this Section 2.2 7 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Management Shares in such Public Offering, including without limitation being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Management Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 8.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders stockholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion share of any such liability, in accordance with as determined according to such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Piggyback Eligible Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the any underwriting agreement entered into by the Company (as directed by the Coordination Committee) and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnitiesindemnities in respect of the Company or the business of the Company, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 8.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders stockholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; providedprovided , howeverhowever , that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion share of any such liability, in accordance with as determined according to such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 7.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders Stockholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (bii) to the extent selling stockholders Stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (iA) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (iiB) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Warrant Shares participating in any Public Offering pursuant to this Section 2.2 8.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Warrant Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders stockholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers selling holders of Registrable Securities Warrant Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders holders of Warrant Shares give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Warrant Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Shares participating in any --------------------- Public Offering pursuant to this Section 2.2 6.3 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “"lock-up” " agreements) for the benefit of the underwriters contained thereinunderwriters; provided, -------- however, that (a) with respect to individual representations, warranties, ------- indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s 's net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s 's pro rata portion of any such liability, in accordance with such holder’s 's portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s 's net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements, subject to Section 2) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion of any such liability, in accordance with such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Each holder of Registrable Securities included in any registration shall furnish to the Company such information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. Holders of shares participating in any Public Offering pursuant to this Section 2.2 3.1 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities shares in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and and, if applicable, any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the any other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the Company and the underwriters contained thereinin connection with any registration of the Registrable Securities; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall will not exceed such holder’s net proceeds actually received by such holder from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall will not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds actually received by such holder from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders Stockholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering and (b) to the extent selling stockholders Stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion of any such liability, in accordance with such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders of Registrable Securities participating in any Public Offering pursuant to this Section 2.2 1.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders securityholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements to be made by them (including without limitation customary selling stockholder securityholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers selling holders of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders holders of Registrable Securities give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering. 1.3.

Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 2.2 6.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities Shares in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Shares in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Shares included in the offering, and offering or (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders Stockholders participating in any Public Offering pursuant to this Section 2.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders stockholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) , and other agreements for the benefit of the underwriters contained thereinunderwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities Equity Interests in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Equity Interests in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities Equity Interests included in the offering, offering and (ii) such holder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.

Additional Procedures. Holders participating in any Public Offering pursuant to this Section 2.2 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements to be made by them (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (ai) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holderHolder’s net proceeds from such offering and (bii) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holderHolder’s pro rata portion of any such liability, in accordance with such holderHolder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holderHolder’s net proceeds from such offering less the amount of such holder’s liability, if any, under clause (a) above in respect of such Public Offeringoffering.