Common use of Incidental Underwritten Offerings Clause in Contracts

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 7.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 7.1 and subject to the provisions of this Section 4(b7.1(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing -------- underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) thatregistration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 7.1 by letter of its opinion the total belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares which or securities so requested to be included would interfere with the Companysuccessful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) within a price range acceptable to the Company or in the case of a secondary offering, the holders of securities other than Registrable Securities and any other holders of securities of the Company propose requested to be included in such registration is sufficiently large to materially and adversely affect by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities and shares or other securities so requested to be included in the registration, so that the resultant aggregate number of such registration) to the extent necessary to reduce the total amount Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the amount recommended by approximate number of shares stated in such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)'s letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute law. Notwithstanding the foregoing, with respect to an indemnifiable claim) any registration initiated pursuant to the Company or exercise of "demand" registration rights by any underwriters holder of securities of the Registrable SecuritiesCompany, except as set forth in Section 8, except to the extent that the other holders of Registrable Securities shall have no right to include any Registrable Securities in such registration unless all of the securities requested to be registered by the holders exercising such "demand" registration rights have been included in such registration statement (other than holders of Registrable Securities) and have agreed not been subjected to make such representations and warranties or to indemnify the Company in connection with such registrationany reduction by underwriters.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 2.2 and subject to the provisions of this Section 4(bsection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (make any agreements with the Company or contribute the underwriters with respect to an indemnifiable claim) indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.7. In addition, the Requesting Holders shall cooperate with the Company or in an effort to provide that any underwriters such agreement will contain a provision modifying the indemnification of the underwriter to the effect that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable SecuritiesSecurities with respect to any preliminary prospectus, except as set forth in Section 8, except to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the other holders written confirmation of securities included in such registration statement (other than holders sale, a copy of Registrable Securities) have agreed to make such representations and warranties or to indemnify the final prospectus, if the Company in connection with has previously furnished thereof to such registrationunderwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Selling Holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b)Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Selling Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy , subject to the holders provisions of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at their optionthe option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no holder Any such Selling Holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderSelling Holder, such holderSelling Holder's Registrable Securities and such holderSelling Holder's intended method of distribution and or any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationapplicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.8 hereof, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to Requesting Holder arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Requesting Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Holders and that any or all of Registrable Securitiesthe conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. Except as set forth in this Agreement, no holder of Registrable Securities Any such Requesting Holder shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company or need not include any underwriters Registrable Securities of any such Requesting Holder in an underwritten offering of the Registrable SecuritiesCompany's securities if the inclusion of such Requesting Holder's securities, except as set forth in Section 8the opinion of the managing underwriter for such offering by the Company, except to might adversely affect such offering by the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationCompany.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 9.2 and subject to the provisions of this Section 4(b9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to -------- inform the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 9.2 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and any other holders of shares or securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect included) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities and shares or such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other shares or securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, Article II and such equity securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities Participating Stockholder as provided in Section 2 and subject to the provisions of this Section 4(b)Article II, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Participating Stockholder, subject to the limitations set forth in Article II, among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Participating Stockholders holding Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters (provided that such underwriting agreement is consistent with the terms hereof), and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Participating Stockholders and that any or all of Registrable Securitiesthe conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholders. Except The Company shall cooperate as set forth reasonably requested by any such Participating Stockholder in this Agreement, no holder of Registrable Securities shall be required order to limit (ia) to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than customary to be made by such Participating Stockholder only to representations, warranties or agreements regarding such holderParticipating Stockholder, such holderParticipating Stockholder's Registrable Securities and such holderParticipating Stockholder's intended method of distribution and any other representation required by applicable law or and (iib) to indemnify (or contribute with such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except amount equal to the extent that net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the other holders of securities included in such registration statement (other than holders sale of Registrable Securities) have agreed Securities pursuant to make such representations and warranties or to indemnify the Company in connection with such registrationapplicable Piggyback Registration.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 13.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 13.2 and subject to the provisions of this Section 4(bsection 13.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, registration and the holders of any other shares of securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under section 13.2 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares of securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and any other holders shares of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect included) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.8 hereof, if requested by any holder Requesting Holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Requesting Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no holder Any such Requesting Holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company or need not include any underwriters Registrable Securities of any Such Requesting Holder in an underwritten offering of the Registrable SecuritiesCompany's securities if the inclusion of such Requesting Holder's securities, except as set forth in Section 8the opinion of the managing underwriter for such offering by the Company, except to might adversely affect such offering by the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationCompany.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 3.2 hereof and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by the Trustee, on behalf of, and upon notice from, any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b)Participating Holder, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Participating Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of . Prior to their participation in such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Companyoffering, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Participating Holders and that any or all of Registrable Securitiesthe conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holders. Except as set forth in this Agreement, no holder of Registrable Securities No Participating Holder shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's ownership of and title to the Registrable Securities and Securities, such holder's intended method of distribution and any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or law, and any underwriters liability of the Registrable Securities, except as set forth Participating Holder to any underwriter or other person under such underwriting agreement shall be limited to liability arising from misstatements in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such or omissions from its representations and warranties or and shall be limited to indemnify an amount equal to the Company in connection with net proceeds that the Participating Holder derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided , PROVIDED that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, registration and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 2.2 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities and any or of such other holders of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect would interfere with the success successful marketing of such offering the securities by the underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other securities so requested to be included, exclude PRO RATA from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and Company. Any such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account and the number of securities to be included pursuant to contractual demand registration rights (other than the contractual registration rights set forth herein) in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated contem plated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b)3, use its best efforts to arrange for such underwriters underwrit ers to include all the Registrable Securities to be offered and sold by such holder Holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders Holders of Registrable Regis trable Securities to be distributed by such underwriters shall be parties to the underwriting under writing agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders of Registrable Securities. Except as set forth in this Agreement, no holder Any such Holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderHolder, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by law or (ii) to indemnify (make any agreements with the Company or contribute the underwriters with respect to an indemnifiable claim) indemni fication of any Person or the Company contribution obligations of any Person that would impose any obligation beyond or any underwriters inconsistent with the terms of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationthis Agreement.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided . In the event that if the managing underwriter of such underwritten offering shall advise inform the Company in writing (with a copy to and the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders inclusion of Registrable Securities and any other holders in such offering by letter of its belief that the number of securities of the Company propose requested to be included in such registration is sufficiently large to materially and adversely affect offering exceeds the success of number which can be sold in such offering (such writing to state offering, then the basis of such opinion and the approximate number of such securities which Company may be included include in such offering without such effect), then after inclusion of all securities proposed by the number of securities Company to be sold by the Company for its own account and will include in such registration, to the amount extent of the number which the Company is so advised can be sold in such offering, FIRST, all securities proposed by the Company to be offered sold for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of its own account, SECOND, such Registrable Securities requested to be included in such registration) to offering pro rata on the extent necessary to reduce basis of the total amount numbers of securities such Registrable Securities so requested to be included in such offering to the amount recommended by such managing underwriter; provided that if include and THIRD, all other securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities Company requested to be included in such registration may withdraw its request to have its pro rata on the basis of the numbers of such securities so included by notice requested to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(bbe included). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all all; of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties Warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its securities common stock under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 3.2 and such securities shares are to be distributed by or through one or more underwriters, the Company willand, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company elect in writing (with a copy to include the holders shares of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested Shareholder Common Stock sought to be included in such registration) to , the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities Securityholders who hold Shareholder Common Stock to be distributed by such underwriters in accordance with Section 3.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such holders underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of Registrable Securitiesthe representations and warranties by, and the other agreements on the part of the Selling Securityholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company. Except as set forth in this AgreementNotwithstanding the foregoing, no holder of Registrable Securities Shareholder shall be required (i) to make any representations or warranties to or agreements in connection with the Company or the underwriters registration other than customary representationsrepresentations and warranties as to (i) such Shareholder's ownership of his or its Shareholder Common Stock to be transferred free and clear of all liens, warranties or agreements regarding such holderclaims, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or encumbrances, (ii) such Shareholder'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 Shareholder to indemnify (pursuant to any such underwriting arrangements shall be several, not joint and several, among such Shareholders selling Shareholder Common Stock, and the liability of each such Shareholder will be in the proportion thereto, and PROVIDED FURTHER that such liability will be limited to, the allocable share of claim net amount received by such Shareholder from the sale of his or contribute with respect its Shareholder Common Stock pursuant to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the registration statement under which the Company at any time proposes to register any of its securities gives notice under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not 2.2 is for sale for its own account, and such securities are to be distributed by or through one or more underwritersan underwritten offering, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall so advise the Company in writing (with a copy to the holders of Registrable Securities requesting Securities. In such registration) that, in its opinion the total number of shares which the Companyevent, the holders right of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in a registration pursuant to this Section 2.2 shall be conditioned upon such holder of Registrable Securities participation in such underwriting and the inclusion of such holder of Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Qualified Holders and any other stockholders of the Company holding registration rights pari passu with those granted hereunder on a pro rata basis based on the total number of Registrable Securities held by the Qualified Holders and such other holders; and third, to any other stockholder of the Company (other than a Qualified Holder or a stockholder of the Company holding registration rights pari passu with those granted hereunder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. If any Qualified Holder disapproves of the terms of any such underwriting, such Qualified Holder may elect to withdraw its request to have its securities so included therefrom by written notice to the Company promptly after receipt and the underwriter, delivered at least ten (10) business days prior to the effective date of a copy of a notice the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the managing underwriter pursuant to this Section 4(b)registration. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that For any Qualified Holder which is a partnership or all of the representations and warranties by, and the other agreements on the part ofcorporation, the Company to partners, retired partners and stockholders of such Qualified Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of such underwriters shall also be made to and for any of the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities foregoing person shall be required (i) deemed to make any representations or warranties to or agreements with the Company or the underwriters other than customary representationsbe a single "Qualified Holder", warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute pro rata reduction with respect to an indemnifiable claim) such "Qualified Holder" shall be based upon the Company or any underwriters aggregate amount of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities shares carrying registration rights owned by all entities and individuals included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company "Qualified Holder," as defined in connection with such registrationthis sentence.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, in respect of such underwritten offering, by letter of its opinion the total belief that inclusion in such underwritten distribution of all or a specified number of shares which such Registrable Securities to requested to be included would interfere with the Company, successful marketing of the holders of securities (other than such Registrable Securities and any other holders of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such underwritten offering without such effect)) then, then after inclusion the Company may, upon written notice to all holders of such Registrable Securities (and of such other shares so requested to be included) exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares or securities to requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 7 (American International Petroleum Corporation) require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such other underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 9.2 and subject to the provisions of this Section 4(b9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) thatregistration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 9.2 by letter of its opinion the total belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares which or securities so requested to be included would interfere with the Companysuccessful marketing of the securities (other than such Registrable Securities and other shares or -17- securities so requested to be included) within a price range acceptable to the Company or in the case of a secondary offering, the holders of securities other than Registrable Securities and any other holders of securities of the Company propose requested to be included in such registration is sufficiently large to materially and adversely affect by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities and shares or such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute law. Notwithstanding the foregoing, with respect to an indemnifiable claim) any registration initiated pursuant to the exercise of "demand" registration rights by any holder of securities of the Company or any underwriters other than the holders of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of Registrable Securities shall have no right to include any Registrable Securities in such registration unless all of the securities requested to be registered by the holders exercising such "demand" registration rights have been included in such registration statement (other than holders of Registrable Securities) and have agreed not been subjected to make such representations and warranties or to indemnify the Company in connection with such registrationany reduction by underwriters.

Incidental Underwritten Offerings. If the Company Cendant at any time proposes to register any shares of its securities Xxxx.xxx Stock under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.1 and such securities are to be distributed by or through one or more underwriters, the Company Cendant will, if requested by any holder of Registrable Securities NRT as provided in Section 2 2.1 and subject to the provisions of this Section 4(b)2.2, use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder NRT among the securities to be distributed by such underwriters; provided , PROVIDED that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform NRT and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 2.1 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities requesting or of such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect would interfere with the success successful marketing of such offering the securities by the underwriters (such writing letter to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion Cendant may, upon written notice to NRT and all holders of such other securities so requested to be included, exclude PRO RATA from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in the registration of which shall have been requested by NRT and by the holders of such registration) to other securities so that the extent necessary to reduce the total amount resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the amount recommended by approximate number of shares stated in such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer's letter. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters NRT shall be parties a party to the underwriting agreement between the Company Cendant and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationunderwriters.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.9 hereof, if requested by any holder Requesting Holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters under writers to include all the Registrable Securities to be offered and sold by such holder Requesting Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no holder Any such Requesting Holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and any other representation or as otherwise required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company or need not include any underwriters Registrable Securities of any such Requesting Holder in an underwritten offering of the Company's securities if the inclusion of such Registrable Securities, except as set forth in Section 8the opinion of the managing underwriter for such offering by the Company, except to might adversely affect such offering by the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationCompany.

Incidental Underwritten Offerings. If the Company HALIS at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 10.3 and such securities are to be distributed by or through one or more underwriters, the Company willHALIS will use its best efforts, if requested by any holder of Registrable Securities as provided who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 2 and subject to the provisions of this Section 4(b)10.3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by or through such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion for purposes of this sentence, best efforts shall -------- not require HALIS to reduce the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number amount or sale price of such securities which may be included in such offering without such effect), then after inclusion of the number of securities proposed to be sold distributed by the Company for its own account in or through such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company HALIS and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company HALIS to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such holders of Registrable Securities, and HALIS will cooperate with such holders of Registrable Securities to the end that the conditions precedent to the obligations of such holders of Registrable Securities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise satisfactory to such holders. Except as set forth in this Agreement, no holder Such holders of Registrable Securities shall not be required (i) by HALIS to make any representations or warranties to or agreements with the Company HALIS or the underwriters other than customary reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such holder, such holder's Registrable Securities and such holder's intended method or methods of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company Cendant at any time proposes to register any shares of its securities Xxxx.xxx Stock under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company Cendant will, if requested by any holder of Registrable Securities Liberty Digital as provided in Section 2 2.2 and subject to the provisions of this Section 4(b)2.3, use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Liberty Digital among the securities to be distributed by such underwriters; provided , PROVIDED that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform Liberty Digital and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 2.2 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities requesting or of such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect would interfere with the success successful marketing of such offering the securities by the underwriters (such writing letter to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion Cendant may, upon written notice to Liberty Digital and all holders of such other securities so requested to be included, exclude PRO RATA from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in the registration of which shall have been requested by Liberty Digital and by the holders of such registration) to other securities so that the extent necessary to reduce the total amount resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the amount recommended by approximate number of shares stated in such managing underwriter; provided that if securities are being offered for 's letter. Liberty Digital shall be a party to the account underwriting agreement between Cendant and such underwriters. If as a result of other Persons as well as the Company, such reduction provisions of this Section 2.4(b) Liberty Digital shall not represent be entitled to include all Registrable Securities in a greater fraction of the number of securities intended registration that it has requested to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration so included, Liberty Digital may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of include Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders prior to its effectiveness provided such withdrawal is made within 1 business day of Registrable Securities) have agreed to make Liberty Digital's receipt of notice of such representations and warranties or to indemnify the Company in connection with such registrationevent.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 9.1 and such ----------- securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 9.1 and subject ----------- to the provisions of this Section 4(b9.1(b), use its best efforts to -------------- arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided -------- that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) thatregistration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 9.1 by ----------- letter of its opinion the total belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares which or securities so requested to be included would interfere with the Companysuccessful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) within a price range acceptable to the Company or in the case of a secondary offering, the holders of securities other than Registrable Securities and any other holders of securities of the Company propose requested to be included in such registration is sufficiently large to materially and adversely affect by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities and shares or such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute law. Notwithstanding the foregoing, with respect to an indemnifiable claim) any registration initiated pursuant to the exercise of "demand" registration rights by any holder of securities of the Company or any underwriters other than the holders of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of Registrable Securities shall have no right to include any Registrable Securities in such registration unless all of the securities requested to be registered by the holders exercising such "demand" registration rights have been included in such registration statement (other than holders of Registrable Securities) and have agreed not been subjected to make such representations and warranties or to indemnify the Company in connection with such registrationany reduction by underwriters.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities the Investor as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder the Investor among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise inform the Company Investor by letter of its belief that inclusion in writing (with such underwritten distribution of all or a copy to the holders specified number of such Registrable Securities requesting or of such registration) that, in its opinion other securities so requested to be included would interfere with the total number successful marketing of shares which the Company, the holders of securities (other than such Registrable Securities and any other holders of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect included) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to the Investor and of such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in the registration of which shall have been requested by the Investor and so that the resultant aggregate number of such registration) to the extent necessary to reduce the total amount Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the amount recommended by approximate number of shares stated in such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)'s letter. The holders of Registrable Securities to be distributed by such underwriters Investor shall be parties party to the underwriting agreement between the Company and such underwriters and may, at their its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securitiesthe Investor. Except as set forth in this Agreement, no holder of Registrable Securities The Investor shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderthe Investor, such holderthe Investor's Registrable Securities and such holderthe Investor's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 2.3 and subject to the provisions of this Section 4(bSections 2.3(a), use its best efforts to 2.3(b) and 2.4, arrange for such underwriters to include all the Registrable Securities and Registrable Inside Shareholder Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the . The holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Inside Shareholder Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and Registrable Inside Shareholder Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities and Registrable Inside Shareholder Securities. Except Other than as set forth in this Agreementrequired under Section 2.4 hereof, no any such holder of Registrable Securities or Registrable Inside Shareholder Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties warranties, or agreements typical in an offering of this type, including those regarding such holder, such holder's Registrable Securities or Registrable Inside Shareholder Securities and such holder's intended method of distribution distribution, any other information supplied by such holder to the Company for use in the Registration Statement and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided . In the event that if the managing underwriter of such underwritten offering shall advise inform the Company in writing (with a copy to and the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders inclusion of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion by letter of its belief that the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) offering would materially adversely affect such offering, then the Company may include in such offering all securities proposed by the Company to be sold for its own account and may decrease the number of Registrable Securities and other securities so requested to be included in such offering pro rata among the holders thereof on the basis of the numbers of such securities requested to be included by such holders to the extent necessary to reduce the total amount number of securities to be included in such offering to the amount level recommended by such the managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) under the Company Securities Act or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of applicable state securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company laws in connection with such registrationany registration contemplated by Section 2.1 or Section 2.2.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best reasonable efforts to arrange for such underwriters under writers to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided , PROVIDED that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, registration by letter of its belief that inclusion in its opinion the total such underwritten distribution of all or a specified number of shares which the Company, the holders of such Registrable Securities and any other holders of securities would interfere with the successful marketing of the Company propose to be included in securities (other than such registration is sufficiently large to materially and adversely affect Registrable Securities) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such securities Registrable Securities which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities, exclude PRO RATA from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by such Registrable Securities so that the Company for its own account in resultant aggregate number of such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with equal to the approximate number of Registrable Securities requested to be included shares stated in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)'s letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and that any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters all of the Registrable Securities, except as set forth in Section 8, except conditions precedent to the extent that obligations of such underwriters under such underwriting agreement be conditions precedent to the other holders obligations of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided . In the event that if the managing underwriter of such underwritten offering shall advise inform the Company in writing (with a copy to and the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders inclusion of Registrable Securities and any other holders in such offering by letter of its belief that the number of securities of the Company propose requested to be included in such registration is sufficiently large to materially and adversely affect offering exceeds the success of number which can be sold in such offering (such writing to state offering, then the basis of such opinion and the approximate number of such securities which Company may be included include in such offering without such effect), then after inclusion of all securities proposed by the number of securities Company to be sold by the Company for its own account and will include in such registration, to the amount extent of the number which the Company is so advised can be sold in such offering, FIRST, all securities proposed by the Company to be offered sold for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of its own account, SECOND, such Registrable Securities requested to be included in such registration) to offering pro rata on the extent necessary to reduce basis of the total amount numbers of securities such Registrable Securities so requested to be included in such offering to the amount recommended by such managing underwriter; provided that if and THIRD, all other securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities Company requested to be included in such registration may withdraw its request to have its pro rata on the basis of the numbers of such securities so included by notice requested to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(bbe included). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwrites under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties Warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 9.2 and subject to the provisions of this Section 4(bsection 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) thatregistration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under section 9.2 by letter of its opinion the total belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares which or securities so requested to be included would interfere with the Companysuccessful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) within a price range acceptable to the Company or in the case of a secondary offering, the holders of securities other than Registrable Securities and any other holders of securities of the Company propose requested to be included in such registration is sufficiently large to materially and adversely affect by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities and shares or such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and conditions precedent to the other agreements on the part of, the Company to and for the benefit obligations of such underwriters shall also under such underwriting agreement be made conditions precedent to and for the benefit obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute law. Notwithstanding the foregoing, with respect to an indemnifiable claim) any registration initiated pursuant to the exercise of "demand" registration rights by any holder of securities of the Company or any underwriters other than the holders of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of Registrable Securities shall have no right to include any Registrable Securities in such registration unless all of the securities requested to be registered by the holders exercising such "demand" registration rights have been included in such registration statement (other than holders of Registrable Securities) and have agreed not been subjected to make such representations and warranties or to indemnify the Company in connection with such registrationany reduction by underwriters.

Incidental Underwritten Offerings. If the Company at any --------------------------------- time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 2.2 and subject to the provisions of this Section 4(bsection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method or methods of distribution and any other representation required by law or (ii) to indemnify (make any agreements with the Company or contribute the underwriters with respect to an indemnifiable claim) indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.6. In addition, the holders of Registrable Securities shall cooperate with the Company or in an effort to provide that any underwriters such agreement will contain a provision modifying the indemnification of the underwriter to the effect that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable SecuritiesSecurities with respect to any preliminary prospectus, except as set forth in Section 8, except to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the other holders written confirmation of securities included in such registration statement (other than holders sale, a copy of Registrable Securities) have agreed to make such representations and warranties or to indemnify the final prospectus, if the Company in connection with has previously furnished copies thereof to such registrationunderwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company HALIS at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 10.3 and such securities are to be distributed by or through one or more underwriters, the Company willHALIS will use its best efforts, if requested by any holder of Registrable Securities as provided who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 2 and subject to the provisions of this Section 4(b)10.3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by or through such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion for purposes of this sentence, best efforts shall -------- not require HALIS to reduce the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number amount or sale price of such securities which may be included in such offering without such effect), then after inclusion of the number of securities proposed to be sold distributed by the Company for its own account in or through such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company HALIS and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company HALIS to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such holders of Registrable Securities, and HALIS will cooperate with such holders of Registrable Securities to the end that the conditions precedent to the obligations of such holders of Registrable Securities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise satisfactory to such holders. Except as set forth in this Agreement, no holder Such holders of Registrable Securities shall not be required (i) by HALIS to make any representations or warranties to or agreements with the Company HALIS or the underwriters other than customary reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such holder, such holder's Registrable Securities and such holder's intended method or methods of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationdistribution.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.8 hereof, if requested by any holder Requesting Holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Requesting Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no holder Any such Requesting Holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company or need not include any underwriters Registrable Securities of any such Requesting Holder in an underwritten offering of the Registrable SecuritiesCompany's securities if the inclusion of such Requesting Holder's securities, except as set forth in Section 8the opinion of the managing underwriter for such offering by the Company, except to might adversely affect such offering by the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationCompany.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities SBM as provided in Section 2 section 2.2 and subject to the provisions of this Section 4(bsection 2.2(c), use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities Registerable Shares to be offered and sold by such holder SBM among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise notify the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) thatRequesting Holders, in writing, of its opinion the total belief that inclusion in such underwritten distribution of all or a specified number of shares which the Company, Requested Shares would interfere with the holders of Registrable Securities and any other holders of securities successful marketing of the Company propose to be included in such registration is sufficiently large to materially and adversely affect securities (other than the success of such offering Requested Shares) by the underwriters (such writing to state the basis of such opinion belief and the approximate number of such securities Requested Shares which may be included in such underwritten offering without such effect), then after inclusion of the Company may, upon written notice to the Requesting Holders, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect, and based on the number of securities to be sold shares of Common Stock held by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the each Requesting Holder) a number of Registrable Securities requested to be such Requested Shares so that the resultant aggregate number of such Requested Shares which are included in such registration) underwritten offering shall be equal to the extent necessary to reduce the total amount approximate number of securities to be included shares stated in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)’s notice. The holders of Registrable Securities to be distributed by such underwriters Requesting Holders shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Requesting Holders and that any or all of the conditions precedent to the obligations of such holders underwriters under such underwriting agreement be conditions precedent to the obligations of Registrable Securitiesthe Requesting Holders. Except as set forth in this Agreement, no holder of Registrable Securities No Requesting Holder shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities ’s Requested Shares and such holder's ’s intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 1.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Piggy-Back Requesting Holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b)Securities, use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Piggy-Back Requesting Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy , subject to the holders provisions of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b1.3(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable SecuritiesSecurities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities (except as such representations, warranties or conditions apply to such holders). Except as set forth in this Agreement, no holder Any such PiggyBack Requesting Holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holderPiggy-Back Requesting Holder, such holderPiggy-Back Requesting Holder's Registrable Securities and such holderPiggy-Back Requesting Holder's intended method of distribution and or any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationapplicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 9.2 and subject to the provisions of this Section 4(b9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under Section 9.2 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and any other holders of shares or securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect included) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities and shares or such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other shares or securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, registration by letter of its belief that inclusion in its opinion the total such underwritten distribution of all or a specified number of shares which the Company, the holders of such Registrable Securities and any other holders of securities would interfere with the successful marketing of the Company propose to be included in securities (other than such registration is sufficiently large to materially and adversely affect Registrable Securities) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such securities Registrable Securities which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by such Registrable Securities so that the Company for its own account in resultant aggregate number of such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with equal to the approximate number of Registrable Securities requested to be included shares stated in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)'s letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities. Except as set forth in this Agreement, no holder of Registrable Securities shall be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and that any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters all of the Registrable Securities, except as set forth in Section 8, except conditions precedent to the extent that obligations of such underwriters under such underwriting agreement be conditions precedent to the other holders obligations of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b)Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Requesting Holder among the securities of the Company to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy , subject to the holders provisions of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth The underwriters may require such holders of Registrable Securities to agree in this Agreementsuch underwriting agreement to sell to such underwriters the Registerable Securities to be offered, no holder in which event the holders may only participate pursuant to such agreement. Any such Requesting Holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding the identity of such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationapplicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its securities common stock under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 3.2 and such securities shares are to be distributed by or through one or more underwriters, the Company willand, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company elect in writing (with a copy to include the holders shares of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested Shareholder Common Stock sought to be included in such registration) to , the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities Securityholders who hold Shareholder Common Stock to be distributed by such underwriters in accordance with Section 3.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such holders underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, USOL HOLDINGS, INC. COMMON AND WARRANT REGISTRATION RIGHTS AGREEMENT require that any or all of Registrable Securitiesthe representations and warranties by, and the other agreements on the part of the Selling Securityholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company. Except as set forth in this AgreementNotwithstanding the foregoing, no holder of Registrable Securities Shareholder shall be required (i) to make any representations or warranties to or agreements in connection with the Company or the underwriters registration other than customary representationsrepresentations and warranties as to (i) such Shareholder's ownership of his or its Shareholder Common Stock to be transferred free and clear of all liens, warranties or agreements regarding such holderclaims, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or encumbrances, (ii) such Shareholder'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 Shareholder to indemnify (pursuant to any such underwriting arrangements shall be several, not joint and several, among such Shareholders selling Shareholder Common Stock, and the liability of each such Shareholder will be in the proportion thereto, and PROVIDED FURTHER that such liability will be limited to, the allocable share of claim net amount received by such Shareholder from the sale of his or contribute with respect its Shareholder Common Stock pursuant to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 2.2 and subject to the provisions of this Section 4(bsection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (make any agreements with the Company or contribute the underwriters with respect to an indemnifiable claim) indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.7. In addition, the Requesting Holders shall cooperate with the Company or in an effort to provide that any underwriters such agreement will contain a provision modifying the indemnification of the underwriter to the effect that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable SecuritiesSecurities with respect to any preliminary prospectus, except as set forth in Section 8, except to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the other holders written confirmation of securities included in such registration statement (other than holders sale, a copy of Registrable Securities) have agreed to make such representations and warranties or to indemnify the final prospectus, if the Company in connection with has previously furnished thereof to such registrationunderwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 13.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 and subject to the provisions of this Section 4(b)section 13.2, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided underwriters , PROVIDED that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, registration and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under section 13.2 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares of securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and any other holders shares of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect included) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 9.2 and subject to the provisions of this Section 4(bsection 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to -------- inform the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under section 9.2 by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and any other holders of shares or securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect included) by the success of such offering underwriters (such writing to state the basis of such opinion belief and the approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities and shares or such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, Article II and such equity securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities Participating Stockholder as provided in Section 2 and subject to the provisions of this Section 4(b)Article II, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder Participating Stockholder, subject to the limitations set forth in Article II, among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Participating Stockholders holding Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between 13 58 the Company and such underwriters (provided that such underwriting agreement is consistent with the terms hereof), and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Participating Stockholders and that any or all of Registrable Securitiesthe conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholders. Except The Company shall cooperate as set forth reasonably requested by any such Participating Stockholder in this Agreement, no holder of Registrable Securities shall be required order to limit (ia) to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than customary to be made by such Participating Stockholder only to representations, warranties or agreements regarding such holderParticipating Stockholder, such holderParticipating Stockholder's Registrable Securities and such holderParticipating Stockholder's intended method of distribution and any other representation required by applicable law or and (iib) to indemnify (or contribute with such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except amount equal to the extent that net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the other holders of securities included in such registration statement (other than holders sale of Registrable Securities) have agreed Securities pursuant to make such representations and warranties or to indemnify the Company in connection with such registrationapplicable Piggyback Registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 2.2 and subject to the provisions of this Section 4(bsection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to inform the holders of the Registrable Securities requesting such registration) that, in respect of such underwritten offering, by letter of its opinion the total belief that inclusion in such underwritten distribution of all or a specified number of shares which such Registrable Securities so requested to be included would interfere with the Company, successful marketing of the holders of securities (other than such Registrable Securities and any other holders of securities of the Company propose so requested to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such underwritten offering without such effect)) then, then after inclusion the Company may, upon written notice to all holders of such Registrable Securities and of such other shares so requested to be included) exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number and shares of Registrable Securities such other securities so requested to be included in such registration) to the extent necessary to reduce the total amount registration of securities to be included in such offering to the amount recommended which shall have been requested by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such registration may withdraw its request to have its securities so included by notice underwritten offering shall be equal to the Company promptly after receipt approximate number of a copy of a notice from the shares stated in such managing underwriter pursuant to this Section 4(b)underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company a Registering Party at any --------------------------------- time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 10.3 and such securities are to be distributed by or through one or more underwriters, the Company willRegistering Party will use its best efforts, if requested by any holder of Registrable Securities as provided who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 2 and subject to the provisions of this Section 4(b)10.3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by or through such underwriters; , provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion for -------- purposes of this sentence, best efforts shall not require the total number of shares which Registering Party to reduce the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number amount or sale price of such securities which may be included in such offering without such effect), then after inclusion of the number of securities proposed to be sold distributed by the Company for its own account in or through such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b)underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company Registering Party and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Registering Party to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such holders of Registrable Securities, and the Registering Party will cooperate with such holders of Registrable Securities to the end that the conditions precedent to the obligations of such holders of Registrable Securities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise satisfactory to such holders. Except as set forth in this Agreement, no holder Such holders of Registrable Securities shall not be required (i) by the Registering Party to make any representations or warranties to or agreements with the Company Registering Party or the underwriters other than customary reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such holder, such holder's Registrable Securities and such holder's intended method or methods of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company in connection with such registrationlaw.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 section 2.2 and subject to the provisions of this Section 4(bsection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and mayunderwriters, at their option, require which agreement shall provide that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters underwriters, other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method or methods of distribution and any other representation required by law law, or (ii) to indemnify (make any agreements with the Company or contribute the underwriters with respect to an indemnifiable claim) indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.6. In addition, the holders of Registrable Securities shall cooperate with the Company or in an effort to provide that any underwriters such agreement will contain a provision modifying the indemnification of the underwriter to the effect that neither the Company nor the holders of the Registrable SecuritiesSecurities will be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities with respect to any preliminary prospectus, except as set forth in Section 8, except to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the other holders written confirmation of securities included in such registration statement (other than holders sale, a copy of Registrable Securities) have agreed to make such representations and warranties or to indemnify the final prospectus, if the Company in connection with has previously furnished copies thereof to such registrationunderwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 2 2.2 and subject to the provisions of this Section 4(b2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided . In the event that if the managing underwriter of such underwritten offering shall advise inform the Company in writing (with a copy to and the holders of the Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders inclusion of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion by letter of its belief that the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registrationoffering would materially adversely affect such offering, then the Company may include in such offering all securities proposed by the Company to be sold for its own account and may decrease the number of Registrable Securities and other securities so requested to be included in such offering pro rata among the holders thereof on the basis of the numbers of such securities requested to be included by such holders) to the extent necessary to reduce the total amount number of securities to be included in such offering to the amount level recommended by such the managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Except as set forth in this Agreement, no Any such holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) under the Company Securities Act or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of applicable state securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations and warranties or to indemnify the Company laws in connection with such registrationany registration contemplated by Section 2.1 or 2.2.