Common use of Participation in Underwritten Registrations Clause in Contracts

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

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

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

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

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

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

Participation in Underwritten Registrations. (i) No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, arrangements (bincluding pursuant to any over-allotment or “green shoe” option requested by the underwriters); provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include and (ii) completes and executes all questionnaires, powers of attorney, custody arrangementsagreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (carrangements; provided that in no event shall any holder of Registrable Securities be required to indemnify any underwriter or other Person in any manner other than that which is specifically set forth in Section 6(b) furnishes in writing with respect to its indemnification obligations to the Company such information regarding such Person, the plan and other holders of distribution Registrable Securities. Each holder of the Registrable Securities agrees to execute and deliver such other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws agreements as may be reasonably requested; provided furtherrequested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3 or that are necessary to give further effect thereto. Without limiting any other right or remedy to which a party hereto may be entitled, howeverany holder of Registrable Securities that does not comply with his, that her or its obligations under this Section 7(a)(i) shall not be entitled to participate in the obligation registration in question without violation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registrationholder’s rights hereunder.

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

Participation in Underwritten Registrations. No Subject to the provisions of Section 5.6(a)(ii) and Section 5.6(b)(ii) above, no Person may participate in any underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement all applicable securities laws. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (cii) furnishes in writing provide that any or all of the conditions precedent to the Company obligations of such information regarding underwriters under such Person, underwriting agreement also shall be conditions precedent to the plan obligations of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no Participating Holders. Any such Person Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with any such registration underwriting agreement other than representations and representations, warranties as or agreements regarding such Participating Holder, such Participating Holder’s title to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the liability of each entry into such Person will be in proportion to, underwriting agreement and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant and any other representations required to be made by such registrationParticipating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.

Participation in Underwritten Registrations. No Subject to the provisions of Section 3.6(a)(ii) and Section 3.6(b)(ii) above, no Person may participate in any underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement all applicable securities laws. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (cii) furnishes in writing provide that any or all of the conditions precedent to the Company obligations of such information regarding underwriters under such Person, underwriting agreement also shall be conditions precedent to the plan obligations of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no Participating Holders. Any such Person Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with any such registration underwriting agreement other than representations and representations, warranties as or agreements regarding such Participating Holder, such Participating Holder’s title to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the liability of each entry into such Person will be in proportion to, underwriting agreement and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant and any other representations required to be made by such registrationParticipating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.

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

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

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

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.6(a)(ii) and Section 2.6(b)(ii) above, no Person may participate in any underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement all applicable securities laws. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (cii) furnishes in writing provide that any or all of the conditions precedent to the Company obligations of such information regarding underwriters under such Person, underwriting agreement also shall be conditions precedent to the plan obligations of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no Participating Holders. Any such Person Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with any such registration underwriting agreement other than representations and representations, warranties as or agreements regarding such Participating Holder, such Participating Holder’s title to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the liability of each entry into such Person will be in proportion to, underwriting agreement and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant and any other representations required to be made by such registrationParticipating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.

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

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes arrangements. Each Person that is participating in writing to any registration hereunder agrees that, upon receipt of any notice from the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as happening of any event of the Company may from time to time request or as may be legally required kind described in connection with such registration; providedSection 12(v) above, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, forthwith discontinue the net amount received by such Person from the sale disposition of such Person's its Registrable Securities pursuant to the registration statement until such registrationPerson's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 12(ii) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 15 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 12(v).

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by RHH (including, without limitation, pursuant to the Persons entitled hereunder terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), except that no holder of Registrable Securities will be required to approve sell more than the number of Registrable Securities that such arrangementsholder has requested RHH to include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan arrangements; provided that no holder of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required included in connection with such registration; provided, however, that no such Person shall any underwritten registration will be required to make any representations or warranties in connection with any such registration to RHH or the underwriters other than representations and warranties as regarding such holder and such holder’s intended method of distribution, due and valid execution of any agreements relating to (i) such Person's ownership of his offering, and good title to, and no liens or its encumbrances on, any Registrable Securities to be sold or transferred free and clear of all liensin such registration, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) timely furnishes to RHH and/or the underwriters managing such matters pertaining to compliance with securities laws as may be reasonably requested; provided furtherregistration, howeverall information regarding such holder, that the obligation Registrable Securities held by such holder and its intended method of distribution of such Person to indemnify pursuant to any Registrable Securities as RHH or such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securitiesunderwriters reasonably request, and (iv) agrees (and such holder hereby agrees) to notify RHH and/or any underwriter managing such registration of any untrue statement of material fact contained in the liability prospectus in connection with such registration or any omission of each such Person will a material fact required to be in proportion tostated therein or necessary to make the statements therein not misleading, and provided further but only to the extent that such liability will be limited to, the net amount received untrue statement or omission is made in such prospectus in reliance upon and in conformity with written information prepared and furnished to RHH by such Person from the sale of such Person's Registrable Securities pursuant to such registrationholder expressly for use therein.

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

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

Participation in Underwritten Registrations. No Subject to the provisions of Section 2.8(a)(ii) and Section 2.8(b)(ii) above, no Person may participate in any underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, arrangements and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationall applicable securities laws; provided, howeverthat this sentence shall not be construed to require any Holder to enter into any standstill or similar agreement with the underwriters. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that no any or all of the conditions precedent to the obligations of such Person underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with any such registration underwriting agreement other than representations and representations, warranties as or agreements regarding such Participating Holder, such Participating Holder’s title to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the liability of each entry into such Person will be in proportion to, underwriting agreement and provided further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant and any other representations required to be made by such registrationParticipating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.

Participation in Underwritten Registrations. 7.10.1 No Person Holder may participate in any registration hereunder that is underwritten registered offering contemplated hereunder unless such Person Holder (ai) agrees to sell its securities Registrable Securities on the basis provided in any the underwriting arrangements approved in customary form entered into pursuant to this Agreement (including pursuant to the terms of any over-allotment or “green shoe” option requested by the Persons entitled hereunder managing underwriter(s), provided, that no such Holder will be required to approve sell more than the number of Registrable Securities that such arrangementsHolder has requested the Company to include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Personarrangements, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registration; provided, however, that no such Person Holder shall not be required to make any representations or warranties in connection with any such registration other than representations those related to title and warranties ownership of shares and as to (ithe accuracy and completeness of statements made in a Registration Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter(s) by such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liensHolder, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) cooperates with the Company’s reasonable requests in connection with such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, registration or qualification (it being understood that the obligation Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate with such reasonable requests, will not constitute a breach by the Company of such Person to indemnify pursuant to any such underwriting agreements shall be severalthis Agreement). Notwithstanding the foregoing, not joint and several, among such Persons selling Registrable Securities, and the liability of each any Holder participating in such Person will be in proportion to, and provided further that such liability will an underwritten registration shall be limited to, to an amount equal to the net amount received by such Person from of gross proceeds attributable to the sale of such Person's ’s Registrable Securities pursuant to such registrationSecurities.

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

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

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes arrangements. Each Person that is participating in writing to any registration hereunder agrees that, upon receipt of any notice from the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as happening of any event of the Company may from time to time request or as may be legally required kind described in connection with such registration; providedSection 12(v) above, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, forthwith discontinue the net amount received by such Person from the sale disposition of such Person's its Registrable Securities pursuant to the registration statement until such registrationPerson’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 12(ii) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 16 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 12(v).

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

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Total Registrable Securities will be required to sell more than the number of Total Registrable Securities that such holder has requested the Company to include in any registration) and (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (c) furnishes arrangements. Each Person that is participating in writing to any registration hereunder agrees that, upon receipt of any notice from the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as happening of any event of the Company may from time to time request or as may be legally required kind described in connection with such registration; providedSection 12(v), however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to, and provided further that such liability will be limited to, forthwith discontinue the net amount received by such Person from the sale disposition of such Person's its Total Registrable Securities pursuant to the registration statement until such registrationPerson’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 12(ii) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 15 to and including the date when each seller of Total Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 12(v).

Participation in Underwritten Registrations. (a) No Person may participate in any registration hereunder which is underwritten registered offering contemplated hereunder unless such Person (ai) enters into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, (ii) agrees to sell its such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangementsarrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder of Registrable Securities has requested the Company to include in any registration) and (biii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement and (carrangements; provided that in no event shall any holder of Registrable Securities be required to indemnify any underwriter or other Person in any manner other than that which is specifically set forth in Section 6(b) furnishes in writing with respect to its indemnification obligations to the Company such information regarding such Person, the plan of distribution of the Registrable Securities and other information as the Company may from time to time request or as may be legally required in connection with such registrationholders of Registrable Securities; provided, howeverfurther, that no if any holder disapproves of the terms of the underwriting, such Person shall be required holder may elect to make any representations or warranties withdraw therefrom (and not participate in connection such underwritten registration) upon written notice to the Company and the managing underwriter(s) in accordance with any such registration other than representations and warranties as to (i) such Person's ownership the terms hereof. Each holder of his or its Registrable Securities agrees to be sold or transferred free execute and clear of all liens, claims and encumbrances, (ii) deliver such Person's power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws other agreements as may be reasonably requested; provided further, however, that requested by the obligation of such Person to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Persons selling Registrable Securities, Company and the liability of each lead managing underwriter(s) that are consistent with such Person will be in proportion to, and provided holder’s obligations under Section 3 or that are necessary to give further that such liability will be limited to, the net amount received by such Person from the sale of such Person's Registrable Securities pursuant to such registrationeffect thereto.

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

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

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

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

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

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

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

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

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

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

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

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