Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-33- 1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company or if the chief executive officer and chief financial officer jointly shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 the Shelf Registration Statement by furnishing any holders unless the notice offering relates to at least $20,000,000 principal amount of Securities or the Holder’s e-mail address indicated on the Notice and Questionnaireequivalent number of shares of Class A Common Stock in which such Securities are convertible. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 60 days if the Board Company is in possession of Directors material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall have determined in good faith that the Company has and its subsidiaries, taken as a bona fide business reason for such delaywhole.

Underwritten Offering. Any Holder The Electing Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one an underwritten offering during in accordance with the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaireconditions set forth below. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Electing Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) with respect to the investment bankers and managers, such investment bankers and managers will be selected by the Company from a list of nationally recognized firms to be provided by the Electing Holders and underwriting arrangements must (ii) the Company shall not be satisfactory obligated to arrange for more than one underwritten offering during the CompanyEffectiveness Period. No Electing Holder may participate in any underwritten offering contemplated hereby unless such Electing Holder (a) such Holder agrees to sell such Electing Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 25% of the Company outstanding Registrable Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Electing Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringofferings. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Electing Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder (a) The Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one an underwritten offering during in accordance with the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaireconditions set forth below. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust and (ii) neither the Company nor the Trust shall be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless (ai) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (bii) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (ciii) at least 30% of the Registrable Securities outstanding as of the Closing Time (giving affect to antidilution adjustments, if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company applicable) are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringoffering (including for the purposes of this clause (iii) any Additional Preferred Securities actually issued and sold under the Purchase Agreement). The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringselling securityholders, including but not limited underwriting discounts and commissions, fees and expenses of counsel to filing feesthe selling securityholders and transfer taxes, if any, and shall reimburse the Trust and the Company for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereofforegoing, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 the Shelf Registration Statement by furnishing any holders unless the notice offering relates to at least $20,000,000 principal amount of Securities or the Holder’s e-mail address indicated on the Notice and Questionnaireequivalent number of shares of Common Stock in which such Securities are convertible. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 60 days if the Board Company is in possession of Directors material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall have determined in good faith that the Company has and its subsidiaries, taken as a bona fide business reason for such delaywhole.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing The Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request who desire to do so may sell such Securities in an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such underwritten offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s Registrable 's Securities to be included in the underwritten offering in accordance with any wixx xxx approved underwriting arrangementsarxxxxxxents, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, (c) at least 30% of the then-outstanding Securities are included in such underwritten offering, and (cd) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to provides the Company and the Trust with such information as they shall reasonably request in accordance order to enable the Company and the Trust to comply with Section 3(a)(ii) hereof the applicable requirements of the Securities Act in connection with offers and sales by such Holder as a selling securityholder in the underwritten offering within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayselling securityholders.

Underwritten Offering. Any Holder Subject to any contractual obligations of Registrable Securities who desires to do so may sell Registrable Securities the Company and its Affiliates, one or more nationally recognized and qualified underwriters (collectively, the “underwriter”) for any Qualified IPO shall be selected (x) by Manheim (in whole good faith consultation with Providence), if the Qualified IPO is initiated in accordance with Section 4.5(a)(i) by Manheim or Providence, or if the Qualified IPO is initiated by Manheim in accordance with Section 4.5(a)(ii) or in partresponse to a Liquidity Request pursuant to Sections 4.5(c) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (iif); or (y) at least such aggregate principal amount of such Registrable Securities shall be included by Providence (in such offering; and provided further that good faith consultation with Manheim) if the Company shall not be obligated to cooperate Qualified IPO is initiated by Providence in accordance with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offeringSection 4.5(a)(ii). The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing underwriter, after discussion with the notice to Company, shall determine the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size maximum number of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; providedregistration, howeverand, subject to this Section 7.1(b), the number of such Registrable Securities which shall be Company Registrable Securities and, if the underwriter so determines, the number of Registrable Securities which are available for Holders to include in the registration. To the extent that the underwriter advises the Company that Holders may include Registrable Securities in such investment bankers and managers and underwriting arrangements must registration, the right of any Holder or the Company to include its Registrable Securities in such registration shall be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell conditioned upon such Holder’s participation in such underwriting. All Holders and the Company, if applicable, proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 7.1(e)(v)) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding any other provision of this Section 7.1, if the underwriter advises the Company in writing that, in its good faith determination, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be permitted to include shares in the offer, if any, of the number of shares of Registrable Securities that may be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under as so advised by the terms of such approved underwriting arrangementsunderwriter, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to shares shall be allocated among the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders and all participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees andHolders, subject to Section 4 hereofif any, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.as follows:

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/350% in aggregate principal amount of the Registrable Securities then initially covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any In the event that following the expiration of any applicable lockup period, any Holder or group of Holders elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities shall be included that are registered by such Registration Statement (a “Demand Registration”) and reasonably expects aggregate gross proceeds in excess of $25,000,000 (the “Minimum Amount”) from such offering; and provided further that Underwritten Offering, then the Company shall not be obligated to cooperate with more than one underwritten offering during shall, upon the Effectiveness Period. Upon written demand of such Holder or group of Holders (any such Holder, a “Demanding Holder” and, collectively, the “Demanding Holders”), (a) as soon as practicable after receipt of such demand, but in no event more than thirty (30) calendar days after the Company’s receipt of such demand, file a request, Registration Statement to register all Registrable Securities requested by the Demanding Holders pursuant to such Demand Registration and (b) enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Company after consultation with the Demanding Holders and shall provide take all Electing Holders such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringSecurities; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory the Company shall have no obligation to the Company. No Holder may facilitate or participate in any underwritten offering contemplated hereby unless more than (ai) such Holder agrees to sell such Holder’s Registrable Securities to be included in one (1) Underwritten Offering at the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers request of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under Demanding Holders that are a member of the terms of such approved underwriting arrangementsSponsor Group, and (cii) if such Holder is one (1) Underwritten Offering at the request of Demanding Holders that are not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to members of the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counselSponsor Group. The Company shall pay all expenses customarily borne by issuers give prompt written notice to each other Holder regarding any such proposed Underwritten Offering, and such notice shall offer such Holder the opportunity to include in an underwritten offering, including but not limited to filing fees, the fees and disbursements Underwritten Offering such number of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included as each such Holder may request. Each such Holder shall make such request in an underwritten offering to prepare and file an amendment or supplement writing to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, Company within five (5) Business Days after the Company may delay the filing receipt of any such amendment or supplement for up notice from the Company, which request shall specify the number of Registrable Securities intended to 90 days if be disposed of by such Holder. In connection with any Underwritten Offering contemplated by this Section 2.1.2, the Board of Directors of underwriting agreement into which each Demanding Holder and the Company shall have determined enter shall contain such representations, covenants, indemnities (subject to Sections 4.1 and 4.2) and other rights and obligations as are customary in good faith that underwritten offerings of equity securities. No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company has a bona fide business reason for or the Underwriters other than representations, warranties or agreements regarding such delayDemanding Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

Underwritten Offering. Any Holder holder of Registrable Transfer Restricted Securities who desires to do so may sell Registrable Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% a majority in aggregate principal amount of the Registrable Transfer Restricted Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Transfer Restricted Securities shall be included in such offering; and provided further that the Company Issuer shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company Issuer shall provide all Electing Holders holders of Registrable Transfer Restricted Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Transfer Restricted Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyIssuer. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s Registrable holder's Transfer Restricted Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company Issuer in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company Issuer shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n3(l) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Transfer Restricted Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company Issuer may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company Issuer shall have determined in good faith that the Company Issuer has a bona fide business reason for such delay.

Underwritten Offering. Any Holder Upon the written request to the --------------------- Guarantor from time to time as below provided, the Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one an underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringGuarantor; provided, however, provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyHolders of a majority in liquidation amount of the Registrable Securities to be included in such offering. Notwithstanding the foregoing, the Guarantor shall not be obligated to (i) arrange for more than two underwritten offerings, (ii) arrange for an underwritten offering after the fifth anniversary of the date hereof, (iii) arrange for the second such underwritten offering prior to the second anniversary of the date hereof, (iv) arrange for the second such underwritten offering if the proceeds thereof are expected by the Guarantor, after consultation with the managing underwriter, to be less than $30,000,000 (without taking into account any underwriting discounts and commissions) or (v) arrange for an underwritten offering unless at least 25% of the outstanding Registrable Securities are included in such underwritten offering (or at least 20% of the outstanding Registrable Securities if at the time the Purchasers and their Affiliates hold, in the aggregate on an as converted basis, less than 50% of the number of Registrable Securities into which the Preferred Securities are convertible on the date hereof). No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder arrangements and completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (cb) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 25% of the Company outstanding Registrable Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringoffering (or at least 20% of the outstanding Registrable Securities if at the time the Purchasers and their Affiliates hold, in the aggregate on an as converted basis, less than 50% of the number of Registrable Securities into which the Preferred Securities are convertible on the date hereof). The Holders participating in any underwritten offering Guarantor shall be responsible for any all reasonable out-of-pocket expenses of the selling securityholders in connection with such underwritten offering (excluding underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringcommissions), including but not limited to filing fees, the reasonable fees and disbursements of its one firm to act as counsel and independent public accountants to the selling securityholders and any printing expenses incurred in connection with such underwritten offeringofferings. Notwithstanding the foregoing or the provisions of Section 3(n3(l) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included participating in an such underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company Guarantor may delay the filing of any such amendment or supplement or postpone taking action with respect to an underwritten offering for up a period not to 90 exceed an aggregate of 180 days in any calendar year, if the Board Guarantor determines in its good faith judgment that the filing of Directors such amendment or supplement or the taking of such action with respect to an underwritten offering would have a material adverse effect on the business, operations or prospects of the Company shall have determined in good faith that the Company has Guarantor, or adversely affect a bona fide business reason for such delaymaterial financing, acquisition, disposition of assets or stock, merger or other comparable transaction.

Underwritten Offering. Any If Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall so request in writing to the Company, any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided PROVIDED, HOWEVER, that (i) the Electing Holders of at least 33-1/3% in $150,000,000 aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount maturity of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; providedPROVIDED, howeverHOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to Commission filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Company shall have agreed to an underwritten offering, it being understood that the Company may in its sole discretion refuse to undertake an underwritten offering; (ii) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (iiiii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.own

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing The Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request who desire to do so may sell such Securities in an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such underwritten offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; providedPROVIDED, howeverHOWEVER, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s Registrable 's Securities to be included in the underwritten offering in accordance with any approved xxx xpproved underwriting arrangementsarraxxxxxxts, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, (c) at least 30% of the outstanding Securities are included in such underwritten offering, and (cd) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to provides the Company and the Trust with such information as they shall reasonably request in accordance order to enable the Company and the Trust to comply with Section 3(a)(ii) hereof the applicable requirements of the Securities Act in connection with offers and sales by such Holder as a selling securityholder in the underwritten offering within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited counsel to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringselling securityholders. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3331/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one no underwritten offering during may be conducted without the Effectiveness Periodprior agreement of the Company. Upon receipt of such a request and consent by the Company to such request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities Majority Holders to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof this Agreement within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 2.2 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/350% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a properly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities The Holders who desires desire to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; offering (calculated based on the total of (x) the number of shares of Common Stock constituting Registrable Securities plus (y) the number of shares of Common Stock obtainable at the time in question if the Restricted Securities to be included in such offering were converted) provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company, (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Period and (iii) the Company shall not be obligated (but may agree) to participate in any "roadshow" or other marketing activities with respect to such underwritten offering. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) at least 51% of the outstanding Registrable Securities (calculated based on the total of (x) the number of shares of Common Stock constituting Registrable Securities plus (y) the number of shares of Common Stock obtainable at the time in question if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company outstanding Restricted Securities were converted) are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counselSpecial Counsel to the selling securityholders with respect to such underwritten offering. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, offering in accordance with the Company may delay the filing provisions of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.this Section:

Underwritten Offering. Any Holder of Registrable Securities who --------------------- desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company Issuers shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such $33,000,000 aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-33- 1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.of

Underwritten Offering. Any Holder of Registrable Securities The Electing Holders who desires desire to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 20% of the Company outstanding Registrable Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringofferings. Notwithstanding the foregoing or the provisions of Section 3(n6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Registration Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereofforegoing, upon receipt of a request from the Managing Underwriter Underwriters or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 30 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any If Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall so request in writing to the Company, any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided provided, however, that (i) the Electing Holders of at least 33-1/3% in $300 million aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount Accreted Value of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to Commission filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder (a) The Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one an underwritten offering during in accordance with the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaireconditions set forth below. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and --------- -------- underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust and (ii) neither the Company nor the Trust shall be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless (ai) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (bii) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (ciii) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 30% of the Company Registrable Securities outstanding as of the Closing Time are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringselling securityholders, including but not limited underwriting discounts and commissions, fees and expenses of counsel to filing feesthe selling securityholders and transfer taxes, if any, and shall reimburse the Trust and the Company for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereofforegoing, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount (in the case of Common Stock, determined as the number of shares times the conversion price applicable upon conversion of the relevant Securities) of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such HolderXxxxxx’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder Xxxxxx returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the reasonable fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that an Underwritten Offering in accordance with the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt provisions of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire6. In any such underwritten offeringUnderwritten Offering, the investment banker or bankers and manager or managers Managing Underwriters that will administer the offering Underwritten Offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offeringoffering (if both Securities and Common Stock are to be included in such Underwritten Offering determined in a manner analogous to that used to calculate Majority Holders with Holders of Common Stock deemed to represent the aggregate principal amount of Securities from which such Common Stock was converted); provided, however, that (i) such investment bankers and managers Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and (ii) the Company shall not be obligated to arrange for more than one Underwritten Offering during the Shelf Registration Period. No Holder may participate in any underwritten offering such Underwritten Offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if at least 70% of the outstanding Registrable Securities are included in such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringUnderwritten Offering. The Holders participating in any underwritten offering Underwritten Offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringUnderwritten Offering. Notwithstanding the foregoing or the provisions of Section 3(n3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering Majority Holders to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringUnderwritten Offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any At any time and from time to time after the expiration of any lock-up to which a Holder’s shares are subject, if any, any Holder may request to sell all or a portion of its Registrable Securities who desires in an underwritten offering (any such Holder a “Demanding Holder” and, collectively, the “Demanding Holders”) that is registered pursuant to do so may a registration Item Terms statement, (a “Shelf Underwritten Offering”), provided that such Holder(s) reasonably expects to sell Registrable Securities (yielding aggregate gross proceeds in whole or in part) in an underwritten offering; provided that excess of $50 million from such Shelf Underwritten Offering. • Under no circumstances shall the Company be obligated to effect (i) the Electing Holders more than three (3) Shelf Underwritten Offerings in respect of at least 33-1/3% in aggregate principal amount of the all Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and Zegna Shareholders or (ii) at least such aggregate principal amount more than three (3) Shelf Underwritten Offerings in respect of such all Registrable Securities shall be included in such offering; by the Sponsor, the Other Class B Shareholders and provided further that the FPA purchaser, collectively. • The Company shall not be obligated required to cooperate with more than one underwritten offering during include any Registrable Securities in any Shelf Underwritten Offering unless the Effectiveness Period. Upon receipt Holders accept the terms of such a request, the underwriting as agreed upon between the Company shall provide and its underwriter and complete and execute all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such approved underwriting arrangements, and (cunderwriting. • The selection of the managing underwriter(s) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering Shelf Underwritten Offering shall be responsible for any underwriting discounts and commissions and fees andmade by the Company, subject to Section 4 hereof, expenses the reasonable approval by the Demanding Holders. If the managing underwriter(s) advises the Company and the selling Holders that marketing factors require a limitation on the number of their own counsel. The Company shall pay all expenses customarily borne by issuers in underwritten Registrable Securities that can be sold at an underwritten offering, including but not limited to filing feesacceptable price, the fees and disbursements number of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities of each Holder requesting registration shall be scaled back on a pro rata basis based on the aggregate number of Registrable Securities requested to be sold by the selling Holders; provided, however, that any Company Ordinary Shares or other Equity Securities proposed to be sold by the Company will be included in an underwritten offering such registration statement in priority to prepare and file an amendment or supplement any Registrable Securities proposed to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days be sold by a Holder if the Board of Directors determines that an offering by the Company is in the best interests of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayCompany.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount at maturity of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering offering) and (ii) at least such $150 million aggregate principal amount at maturity of such Registrable Securities shall be included in such offering; and provided further provided, further, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder In the event that following the expiration of the applicable lockup period, any Investor or group of Investors elects to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities shall be included that are registered by such Registration Statement (the “Demand Registration”) and reasonably expects aggregate gross proceeds in excess of $5,000,000 (the “Minimum Amount”) from such offering; and provided further that Underwritten Offering, then the Company shall not be obligated to cooperate with more than one underwritten offering during shall, upon the Effectiveness Period. Upon receipt written demand of such Investor or group of Investors (any such Stockholder a request“Demanding Holder” and, collectively, the “Demanding Holders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Company after consultation with the Demanding Holders and shall provide take all Electing Holders such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringSecurities; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory the Company shall have no obligation to the Company. No Holder may facilitate or participate in any underwritten offering contemplated hereby unless more than (ai) such Holder agrees to sell such Holder’s Registrable Securities to be included in one (1) Underwritten Offering at the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers request of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under Demanding Holders that are a member of the terms of such approved underwriting arrangementsSponsor Group, and (cii) if such Holder is one (1) Underwritten Offering at the request of Demanding Holders that are not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to members of the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counselSponsor Group. The Company shall pay all expenses customarily borne by issuers give prompt written notice to each other Investor regarding any such proposed Underwritten Offering, and such notice shall offer such Stockholder the opportunity to include in an underwritten offering, including but not limited to filing fees, the fees and disbursements Underwritten Offering such number of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included as each such Investor may request. Each such Investor shall make such request in an underwritten offering to prepare and file an amendment or supplement writing to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, Company within five (5) Business Days after the Company may delay the filing receipt of any such amendment or supplement for up notice from the Company, which request shall specify the number of Registrable Securities intended to 90 days if be disposed of by such Investor. In connection with any Underwritten Offering contemplated by this Section 2.1.3, the Board of Directors of underwriting agreement into which each Demanding Holder and the Company shall have determined enter shall contain such representations, covenants, indemnities (subject to Section 5.05) and other rights and obligations as are customary in good faith that underwritten offerings of equity securities. No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company has a bona fide business reason for or the Underwriters other than representations, warranties or agreements regarding such delayDemanding Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the underwritten offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.or

Underwritten Offering. Any At any time and from time to time following the effectiveness of a Shelf required by Section 2.01, any Holder may request to sell all or any portion of its or their Registrable Securities in an Underwritten Offering that is registered pursuant to such Shelf, including a Block Trade or Other Coordinated Offering (each, an “Underwritten Shelf Takedown”); provided, in each case, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $20,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities who desires proposed to do so may sell be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Offering. Promptly (but in any event within ten (10) days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders of Registrable Securities and, subject to the provisions of Section 2.03(b), shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) business days after sending such notice to Holders, or, in whole the case of a Block Trade or Other Coordinated Offering, as provided in partSection 2.05. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Holders requesting such Underwritten Shelf Takedown (which managing Underwriter or Underwriters shall be subject to approval of the Company, which approval shall not be unreasonably withheld) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in an order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement. In connection with any Underwritten Shelf Takedown contemplated by this Section 2.03, subject to Section 3.04 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offering; provided that offerings of securities by the Company. Notwithstanding any other provision of this Agreement to the contrary, (i) the Electing ENNV Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the (other than GSAM) may demand not more than two (2) Underwritten Shelf Registration Statement shall request such an offering and Takedowns, (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; GSAM may demand not more than two (2) Underwritten Shelf Takedowns, (iii) the Legacy Fast Radius Holders may demand not more than two (2) Underwritten Shelf Takedowns and provided further that (iv) the Company shall not be obligated to cooperate with participate in more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate four (4) Underwritten Shelf Takedowns in the offering. The Company may furnish any notice to any Holder aggregate, in each case, pursuant to this Section 6 by furnishing the notice 2.03 in any 12-month period. Notwithstanding anything to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included contrary in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringthis Agreement, the Company may delay the filing of effect an Underwritten Shelf Takedown pursuant to any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith then effective Registration Statement, including a Form S-3, that the Company has a bona fide business reason is then available for such delayoffering.

Underwritten Offering. Any Holder If the Terrapin Demanding Holders or Yatra Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Regi trable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any bolder to i11clude its Registrable Securities in such registration shaU be conditioned upon su h holder 's participation in such underwriting and the inclusion of su h holder's Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the holders initiating the Demand Registration, and subject to the approval of the Company. 2.2.4 Reduction of Offe1·ing. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities who which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to do so may sell Registrable Securities and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to seU exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method. or the probability of success of such offering (such maximum dollar amotmt or maximum number of shares, as applicable, the "Maximum Number of Shares"), then lhe Company shall include in whole or in part) in an underwritten offering; provided that such registration: (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of first, the Registrable Securities then covered as to which Demand Registration has been requested by the Shelf Registration Statement shall request such an offering and Demanding Holders (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering pro rata in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers the number of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith shares that the Company has a bona fide business reason for such delay.each 10 NY 246129805v9

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that an Underwritten Offering in accordance with the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt provisions of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire6. In any such underwritten offeringUnderwritten Offering, the investment banker or bankers and manager or managers Managing Underwriters that will administer the offering Underwritten Offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities Majority Holders (if both Notes and Common Stock are to be included in such offeringUnderwritten Offering determined in a manner analogous to that used to calculate Majority Holders with Holders of Common Stock issued upon conversion thereof deemed to represent the aggregate principal amount of Notes from which such Common Stock was converted); provided, however, that (i) such investment bankers and managers Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and (ii) the Company shall not be obligated to arrange for more than one Underwritten Offering during the Shelf Registration Period. No Holder may participate in any underwritten offering such Underwritten Offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if at least 70% of the outstanding Registrable Securities are included in such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringUnderwritten Offering. The Holders participating in any underwritten offering Underwritten Offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringUnderwritten Offering. Notwithstanding the foregoing or the provisions of Section 3(n3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering Majority Holders to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringUnderwritten Offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 the Shelf Registration Statement by furnishing any Holders unless the notice offering relates to at least $10,000,000 principal amount of Notes or the Holder’s e-mail address indicated on the Notice and Questionnaireequivalent number of shares of Common Stock in which such Notes are convertible. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter managing underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 ninety (90) days if the Board Company is in possession of Directors material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. Further, the Company’s obligation under this Section 8 shall have determined in good faith that the Company has a bona fide business reason for such delaybe subject to any Rule 415 Limitation and Subsequent Shelf Limitation.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; provided, further, that no such request shall be made unless the Issuer and provided further the Guarantor are eligible to register such Registrable Securities on Form S-3 or any similar successor short-form registration statement, and provided, further, that neither the Company Issuer nor the Guarantor shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company Issuer shall provide all Electing Holders of Registrable Securities reasonably identifiable or known by it written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyIssuer. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company Issuer in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company Issuer and the Guarantor shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company Issuer may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company Issuer shall have determined in good faith that the Company Issuer has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3greater than 50% in aggregate principal of the stated amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least greater than 50% of such aggregate principal stated amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated under any circumstances to cooperate with more than one such underwritten offering during the Effectiveness Periodany 18-month period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering Managing Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority greater than 50% of the stated amount of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell all such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, arrangements and (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the stated amount of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder If the registration of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that which the Company shall not be obligated to cooperate with more than one underwritten gives notice under Section 4(a) is for a registered public offering during the Effectiveness Period. Upon receipt of such a requestinvolving an underwriting, the Company shall provide all Electing so advise the Holders as a part of Registrable Securities the written notice given pursuant to Section 4(a)(i). In such event, the right of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder to registration pursuant to this Section 6 by furnishing 4 shall be conditioned upon such Holder's participation in such underwriting and the notice inclusion of such Holder's Registrable Shares in the underwriting to the Holder’s e-mail address indicated on the Notice and Questionnaireextent provided herein. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and All Holders proposing to distribute their securities through the underwriting arrangements shall (together with respect thereto (including the size Company and any other persons proposing to distribute their securities through the underwriting) enter into an underwriting agreement in customary form with the representative of the offeringunderwriter(s) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to selected by the Company. No Holder Notwithstanding any other provision of this Section 4, if the representative of the underwriter(s) advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may participate in any underwritten offering contemplated hereby unless (asubject to the limitations set forth below) such Holder agrees to sell such Holder’s limit the number of Registrable Securities Shares to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes registration and executes all reasonable questionnaires, powers underwriting; provided that the value of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering included Registrable Shares shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses at least 20% of their own counselthe total value of the securities included in the registration. The Company shall pay so advise all expenses customarily borne Holders requesting to participate in the registration and the number of shares that may be included in the registration and underwriting shall be allocated: first, to the Company for securities being sold for its own account; second, among Registrable Shares held by issuers all Holders who have requested inclusion in an underwritten offeringthe registration in proportion, including but not limited as nearly as practicable, to the respective amounts of Registrable Shares held by such Holders and properly requested to be included at the time of filing feesthe registration statement; and then to shares being sold for the accounts of other Persons. Any Registrable Shares so excluded from the underwriting by reason of the representative's limitation shall be withdrawn from such registration. To facilitate the allocation of shares in accordance with the above provisions, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing Company or the provisions representative of Section 3(nunderwriter(s) hereofmay round the number of shares allocated to any Holder or other shareholder to the nearest 100 shares. If a Holder who has requested inclusion in the registration does not agree to the terms of the underwriting, upon receipt that Holder's shares may be excluded from the underwriting by written notice from the Company or the representative of the underwriter(s) and the shares so excluded shall be withdrawn from the registration. If shares are so excluded from the underwriting because of a request from failure to agree to its terms and the Managing Underwriter or a representative number of holders shares of a majority of the Registrable Securities Shares to be included in an underwritten offering the underwriting was previously reduced as a result of marketing factors pursuant to prepare and file an amendment or supplement to this Section 4(b), then, with the Shelf Registration Statement and Prospectus in connection with an underwritten offering, permission of the Company may delay representative of the filing of any such amendment or supplement for up to 90 days if the Board of Directors of underwriter(s) the Company shall offer to all Holders who have determined retained rights to include Registrable Shares in good faith that the Company has a bona fide business reason for underwriting the right to include additional Registrable Shares in an aggregate amount equal to the number of shares so excluded. The registration of such delayadditional Registrable Shares shall be allocated among the Holders requesting the additional inclusion pro rata in accordance with the numbers of their Registrable Shares which are otherwise to be included in the registration.

Underwritten Offering. Any During the Effectiveness Period, any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offeringoffering (but in no event shall the Company be required to undertake an underwritten offering of Registrable Securities having an aggregate public offering price of less than $10,000,000); and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period(whether or not completed). Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. The Company is not obligated to any undertakings not specifically referred to herein. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall be entitled to select and manage the printer for such offering and any other vendors whose expenses the Company pays. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringoffering (which expenses shall not exceed $150,000 in the aggregate). Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay its participation in the underwritten offering, including, without limitation, the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Electing Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (ia) the Electing Holders of at least 33-1/3% a majority in aggregate principal amount of the outstanding Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (iib) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and and, provided further further, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company and the Trust shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker bank or bankers banks and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including including, subject to clause (b) above, the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company and the Trust in accordance with Section 3(a)(ii3(a)(2) hereof (but in no event later than 10 days prior to commencement of the underwritten offering) and provides to the Trust and the Company, in writing, any information with respect to such Holder or the Registrable Securities held by such Holder as is, in the reasonable opinion of counsel to use such Prospectus for resales of such Registrable Securities, each within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof4, expenses of their own counsel. The Company and the Trust shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof), upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and the Trust may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder (a) One or more Holders of Registrable Securities who desires that have been specified in any Shelf Registration Statement filed with the SEC in accordance with Section 1.1, Section 1.3 or Section 1.5, may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to do so may sell Registrable Securities the Company (in whole the “Underwritten Offering Notice”) specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by the subject to such Resale Shelf Registration Statement Statement, is intended to be conducted through an Underwritten Offering, which shall request such an offering and (ii) at least such aggregate principal specify the number or amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities intended to be included in such offeringUnderwritten Offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to that, without the Company. No ’s prior written consent, (i) the Holders may not launch an Underwritten Offering if the anticipated gross proceeds are less than $25,000,000 (unless the Holder, collectively with all of its Affiliates, is proposing to sell all of their remaining Registrable Securities), (ii) each Holder may participate in any underwritten offering contemplated hereby unless (a) not launch more than three Underwritten Offerings at the request of such Holder agrees to sell such Holder’s Registrable Securities to be included in within any 365-day period (or more than two Underwritten Offerings at the underwritten offering in accordance with any approved underwriting arrangements, (b) request of such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lockwithin any 365-up letters and other documents required under day period if the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Resale Shelf Registration Statement and Prospectus is a Long-Form Registration Statement), (iii) the Holders may not launch a Underwritten Offering at the request of the Holders within 60 days following a prior offering in connection with an underwritten offering, which Holders sold Registrable Securities or had the Company may delay the filing of any such amendment opportunity to sell Registrable Securities pursuant to this Section 1.6 or supplement for up to Section 1.8 (or 90 days if the Board of Directors requested Underwritten Offering would be a Long-Form Registration), or (iv) the Holders may not launch an Underwritten Offering during any Company blackout period under its xxxxxxx xxxxxxx policy applicable to all directors and executive officers of the Company Company, but no longer than the period commencing on the fifteenth (15th) calendar day of the last month of each fiscal quarter and ending at the start of the third full trading day following the date of public disclosure of the financial results for that fiscal quarter or year, which public disclosure shall have determined in good faith that be no later than the Company has a bona fide business reason filing deadline (without extension) of the Form 10-Q or Form 10-K for such delaythe applicable fiscal period.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such $30 million aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities prompt written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Notice Holders of at least 33-1/315% in aggregate principal amount of the Registrable Securities then initially covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 2.2 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n3(P) hereof, upon receipt of a request from the Managing Underwriter managing underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any If Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall so request in writing to the Company, any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided provided, however, that (i) the Electing Holders of at least 33-1/3% in $150,000,000 aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount maturity of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to Commission filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during pursuant to the Effectiveness Period. Upon receipt Shelf Registration Statement by any holders unless the offering includes a number of such a request, the Company shall provide all Electing Holders shares equal to or in excess of Registrable Securities written notice 5% of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the HolderCompany’s e-mail address indicated on the Notice and Questionnairethen outstanding shares of Common Stock. In any such underwritten offering, the investment banker or investment bankers and manager or managers (the “Managing Underwriter”) that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holderholder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is holder has not then an Electing Holderpreviously done so, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers Company’s management will cooperate and assist the Managing Underwriter in an underwritten effecting the offering, including but not limited to filing fees, participating in a customary “road show” at the fees and disbursements request of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayUnderwriter.

Underwritten Offering. Any The Company shall use reasonable best efforts to facilitate an underwritten offering if any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and offering, (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering and (iii) at least US$10,000,000 aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Period Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires If the Initiating Holders intend to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of distribute the Registrable Securities then covered by their request by means of an underwriting, they shall so advise the Shelf Registration Statement Corporation as a part of their request made pursuant to this Section 1.2 and the Corporation shall request include such an offering information in the written notice referred to in Section 1.2(a). The underwriter shall be selected by a majority in interest of the Initiating Holders and (ii) at least such aggregate principal amount shall be reasonably acceptable to the Corporation. The right of such any Holder to include its Registrable Securities in such registration shall be included conditioned upon such Holder's participation in such offering; and underwriting. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Corporation as provided further in Section 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the Company number of shares to be underwritten, then the Initiating Holders shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide so advise all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder would otherwise be underwritten pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected byhereto, and the number of shares of Registrable Securities that may be included in the underwriting arrangements with respect thereto (shall be allocated among all participating Holders, including the size Initiating Holders, in proportion (rounded to the nearest 100 shares) to the amount of Registrable Securities of the offering) will be approved byCorporation then owned by each Holder; PROVIDED, HOWEVER, that the holders number of a majority of the Registrable Securities to be included in such offering; providedunderwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, howeverfor any participating Holder that is a partnership, that such investment bankers limited liability Corporation or corporation, the partners, retired partners, members, retired members and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell shareholders of such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare estates and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing family members of any such amendment partners, members, retired partners or supplement retired members and any trusts for up to 90 days if the Board benefit of Directors any of the Company foregoing persons shall have determined be deemed to be a single "selling shareholder," and any pro-rata reduction with respect to such "SELLING SHAREHOLDER" shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons included in good faith that the Company has a bona fide business reason for such delay"selling shareholder," as defined in this sentence.

Underwritten Offering. Any Holder (a) In the event that Holders elect to dispose of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf under a Registration Statement shall request such pursuant to an offering and (ii) at least such aggregate principal amount Underwritten Offering of all or part of such Registrable Securities shall be included that are registered by such Registration Statement and reasonably expect aggregate gross proceeds in excess of $2,000,000 (the “Minimum Amount”) from such offering; and provided further that Underwritten Offering, then the Company shall, upon the written demand from the Holders holding such Registrable Securities which equal such Minimum Amount (any such Holder, a “Demanding Holder” and, collectively, the “Demanding Holders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Company after consultation with the Demanding Holders and shall not be obligated take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to cooperate with more than one underwritten offering during expedite or facilitate the Effectiveness Period. Upon receipt disposition of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringSecurities; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined no obligation to facilitate or participate in good faith more than four (4) Underwritten Offerings from Oz Rey, LLC and three (3) Underwritten Offerings from Holders other than Oz Rey, LLC pursuant to this Section 2.02 for all Holders (the “Underwritten Offerings Cap”); provided further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not be counted as an Underwritten Offering pursuant to this Section 2.02. In addition, the Company has a bona fide shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities as each such Holder may request. Each such Holder shall make such request in writing to the Company within five (5) business reason for days after the receipt of any such delaynotice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder. In connection with any Underwritten Offering contemplated by this Section 2.02, the underwriting agreement into which each Demanding Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in underwritten offerings of equity securities. No Demanding Holder shall be required to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Demanding Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

Underwritten Offering. Any Holder of Registrable Securities The Holders who desires desire to do so may sell Registrable --------------------- Transfer Restricted Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and QuestionnaireUnderwritten Offering. In any such underwritten offeringUnderwritten Offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Transfer Restricted Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and (ii) the Company shall not be obligated to arrange for more than one Underwritten Offering during the effectiveness period of the Shelf Registration Statement. No Holder may participate in any underwritten offering Underwritten Offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s Registrable 's Transfer Restricted Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if at least 50% of the outstanding Transfer Restricted Securities are included in such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringUnderwritten Offering. The Holders participating in any underwritten offering Underwritten Offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringUnderwritten Offerings. Notwithstanding the foregoing or the provisions of Section 3(n6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Transfer Restricted Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringUnderwritten Offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.. The Company shall in connection with an Underwritten Offering in accordance with the provisions of this Section:

Underwritten Offering. Any During the Effectiveness Period, any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering, but in no event less than $40,000,000 aggregate principal amount of Registrable Securities; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3331/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering , (ii) the aggregate principal amount of Registrable Securities included in any underwritten offering shall not be less than $25 million and (iiiii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees including the fees of any qualified independent underwriter and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority in principal amount of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Electing Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% a majority in aggregate principal amount of the outstanding Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company and the Trust shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including including, subject to clause (ii) above, the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; , provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Holdxx'x Xegistrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns Holdxx xxxurns a completed and signed Notice and Questionnaire to the Company and the Trust in accordance with Section 3(a)(ii3(a)(2) hereof (but in no event later than 10 days prior to commencement of the underwritten offering) and provides to the Trust and the Company, in writing, any information with respect to such Holder or the Registrable Securities held by such Holder as is, in the reasonable opinion of counsel to the Trust or the Company, required under applicable law to enable such Holder to use such Prospectus for resales of such Registrable Securities, each within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.own

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/325% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required 15 under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company Invesco Mortgage Capital shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company Invesco Mortgage Capital shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyInvesco Mortgage Capital. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company Invesco Mortgage Capital in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company Invesco Mortgage Capital shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company Invesco Mortgage Capital may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors or the CEO or CFO of the Company Invesco Mortgage Capital shall have determined in good faith that the Company Invesco Mortgage Capital has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company OI Inc. shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company OI Inc. shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. OI Inc. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such HolderXxxxxx’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder Xxxxxx returns a completed and signed Notice and Questionnaire to the Company OI Inc. in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof4, expenses of their own counsel. The Company or OI Inc. shall pay all expenses customarily borne by issuers in an underwritten offering, including including, but not limited to to, filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof3(l), upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company OI Inc. may delay the filing of any such amendment or supplement for up to 90 60 days if the Board of Directors or the Chief Executive Officer or Chief Financial Officer of the Company OI Inc. shall have determined in good faith that the Company OI Inc. has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in 120,935,333 aggregate principal amount at maturity of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. Notwithstanding anything to the contrary contained herein, if the Managing Underwriters for an underwritten offering to be effected pursuant to this Section 6 advise the Electing Holders of the Registrable Securities to be included in such underwritten offering that, because of aggregate principal amount of Registrable Securities that such Holders have requested be included in the underwritten offering, the success of the offering would likely be materially adversely affected by the inclusion of all of the Registrable Securities requested to be included, then the amount of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata, according to the aggregate principal amount at maturity of Registrable Securities requested for inclusion by each such Holder, to the extent necessary to reduce the size of the offering to the size recommended by the Managing Underwriters. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 the Shelf Registration Statement by furnishing any holders unless the notice offering relates to at least $10,000,000 principal amount of Securities or the Holder’s e-mail address indicated on the Notice and Questionnaireequivalent number of shares of Common Stock in which such Securities are convertible. In any such underwritten offering, the investment banker or investment bankers and manager or managers (the “Managing Underwriter”) that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holderholder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder holder is not then an Electing Notice Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 sixty (60) days if the Board Company is in possession of Directors material non-public information the disclosure of which would have a material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall have determined in good faith that the Company has and its subsidiaries, taken as a bona fide business reason for such delaywhole.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; , and provided further that the Company shall not be obligated to cooperate with more than one two underwritten offering offerings during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; , provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder Xxxxxx returns a completed and signed Notice and Selling Stockholder Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 60 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering in a written notice delivered to the Company and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Companyholders of a majority of the Registrable Securities to be included in such offering. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Electing Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided , PROVIDED that (i) the Electing Holders of at least 33-1/325% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; , and provided further PROVIDED FURTHER that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Periodoffering. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; providedPROVIDED, howeverHOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(nSections 3(l) and 3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company (or an executive officer of the Company duly authorized for such purpose) shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder With respect to any offering of Registrable Securities who desires pursuant to do so may sell Registrable Securities a Demand Registration in the form of an Underwritten Offering, no securities to be sold for the account of any Person (in whole or in partincluding the Company) in an underwritten offering; provided that (i) other than the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities Requesting Holder shall be included in such offering; and provided further Demand Registration unless the Underwriter or managing Underwriter selected in accordance with Section 2.4 hereof, advises the Requesting Holder in writing that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt inclusion of such a requestsecurities will not adversely affect the price or success of the offering (an “Adverse Effect”). Furthermore, in the Company shall provide all Electing Holders event that the Underwriter or managing Underwriter, advises the Requesting Holder in writing that the amount of Registrable Securities written notice proposed to be included in such Demand Registration by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish all securities of any notice to any Holder other Person pursuant to this Section 6 by furnishing the notice immediately preceding sentence) to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offeringcause an Adverse Effect, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size number of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringDemand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata based on the ratio of the number of Registrable Securities that each such Holder requested to be included in such Demand Registration to the total number of Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such investment bankers and managers and underwriting arrangements must pro-ration, any Requesting Holder or Joining Holder shall not be satisfactory entitled to include in a registration all Registrable Securities of the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) class that such Holder agrees to sell such Holder’s Registrable Securities had requested to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holderincluded, such Holder returns may elect to withdraw its request to include such Registrable Securities in such registration (in which case such registration shall not count as a completed and signed Notice and Questionnaire to the Company Demand Registration in accordance with Section 3(a)(ii2.3) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, or may reduce the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities number requested to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayincluded.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one two underwritten offering offerings during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected byby the Company; provided, however, that such investment bankers and managers must be reasonably satisfactory to the holders of a majority of the Registrable Securities to be included in such offering, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a) hereof within a reasonable amount of time before such underwritten offeringhereof. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions, brokers fees or commissions and fees transfer taxes and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities The Electing Holders who desires desire to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall offering upon request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and QuestionnaireCompany. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 20% of the Company outstanding Registrable Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringofferings. Notwithstanding the foregoing or the provisions of Section 3(n3(o) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% 33_% in aggregate principal amount at maturity of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount at maturity of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to selected by the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided PROVIDED that (i) the Electing Holders of at least 33-1/3% a majority in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further PROVIDED FURTHER that the Company and the Trust shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company and the Trust shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; providedPROVIDED, howeverHOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company and the Trust in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company and the Trust shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and the Trust may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder If, pursuant to written notice delivered to the Company by the holders of Registrable Securities who desires to do so may sell Registrable Securities (a majority in whole or in part) in an underwritten offering; provided that (i) aggregate liquidation amount of the Electing Holders of at least 33-1/3% HIGH TIDES, a majority in aggregate principal amount of the Registrable Securities then covered by HIGH TIDES Debentures or a majority of holders of the Common Stock, as the case may be, registered pursuant to a Shelf Registration Statement shall request Registration, such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a requestholders so elect, the Company shall provide all Electing Holders offer and sale of Registrable Securities written notice of the requestany such HIGH TIDES, which notice shall inform such Electing Holders that they have the opportunity to participate HIGH TIDES Debentures and/or Common Stock may be effected in the form of an underwritten offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyHolders of a majority of the Securities to be included in such offering. The Company shall not, in any event, be obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless (ai) such Holder (a) agrees to sell such Holder’s Registrable 's Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (cii) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 20% of the Company outstanding Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Trust and the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Electing Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% a majority in aggregate principal amount of the outstanding Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company and the Trust shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including including, subject to clause (ii) above, the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company and the Trust in accordance with Section 3(a)(ii3(a)(2) hereof (but in no event later than 10 days prior to commencement of the underwritten offering) and provides to the Trust and the Company, in writing, any information with respect to such Holder or the Registrable Securities held by such Holder as is, in the reasonable opinion of counsel to the Trust or the Company, required under applicable law to enable such Holder to use such Prospectus for resales of such Registrable Securities, each within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company and the Trust shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and the Trust may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants accountants, and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing The Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request who desire to do so may sell such Securities in an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such underwritten offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such Xxxxxx (a) such Holder agrees to sell such Holder’s Registrable 's Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, (c) at least 30% of the outstanding Securities are included in such underwritten offering, and (cd) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to provides the Company and the Trust with such information as they shall reasonably request in accordance order to enable the Company and the Trust to comply with Section 3(a)(ii) hereof the applicable requirements of the Securities Act in connection with offers and sales by such Holder as a selling securityholder in the underwritten offering within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayselling securityholders.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period; and provided, further, that the Company shall have no obligations under this Section 6 to the extent that the Registrable Securities are eligible to be sold by Persons that are not Affiliates of the Company pursuant to Rule 144 of the Securities Act without any volume or manner of sale restrictions. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell such Registrable Securities (Securities, in whole or in part) , in an underwritten offering; provided PROVIDED that (i) the Electing Holders of at least 33-33 1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an underwritten offering and (ii) at least such $25,000,000 in aggregate principal amount of such Registrable Securities shall be included in such underwritten offering; and provided further PROVIDED FURTHER that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; providedPROVIDED, howeverHOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/350% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering offering; and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that no Holder of Registrable Securities may sell its Registrable Securities in an underwritten offering pursuant to the Shelf Registration Statement without the prior written consent of the Company, provided further (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall shall, if and only if it determines to permit such underwritten offering, provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder If any of the Registrable Securities who desires covered by --------------------- the Shelf Registration are to do so may sell Registrable Securities (in whole or in part) be sold in an underwritten offering; provided that (i) , the Electing Holders Holder intending to pursue such underwritten offering shall deliver a notice to the Company of at least 33-1/3% in aggregate principal amount such intent, and within ten days after receipt of the notice of intent from such Holder for an underwritten offering, the Company shall give written notice of such notice of intent to all other Holders and such other Holders shall be entitled to include in such underwritten offering all or part of their respective Registrable Securities then covered by notice to the Shelf Registration Statement Company for inclusion therein within 15 days after the notice is given. All notices made pursuant to this Section 3(d) shall specify the aggregate number of Registrable Securities to be included. The Company agrees to cooperate with any such request such for an underwritten offering and (ii) at least to take all such aggregate principal amount other reasonable actions in connection therewith as provided in Section 4(o). In the case of any firm commitment underwritten offering, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their opinion the number of Registrable Securities proposed to be sold in such offering exceeds the number of Registrable Securities which can be sold in such offering without adversely affecting the market for the Common Shares, the Company will include in such offering the number of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Common Shares. In such event, the number of Registrable Securities to be offered for the account of each Holder requesting to include Registrable Securities in such offering (including the Holder providing the initial notice) shall be reduced pro rata on the basis of the relative number of Registrable Securities requested by each such Holder to be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on extent necessary to reduce the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size total number of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory offering to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) number recommended by such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing managing underwriter or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayunderwriters.

Underwritten Offering. Any Holder Following the expiration of Registrable Securities who desires the Lockup Period and the Private Placement Lockup Period, as applicable, a majority in interest of the iLearningEngines Insiders, a majority in interest of the holders of Founder Shares or a majority in interest of the holders of Private Placement Warrants (or underlying securities), respectively, may, subject to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided the provisions of subsection 2.2.4 and Section 3.4 hereof, advise the Company as part of a Demand Registration that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount offering of the Registrable Securities then covered pursuant to such Demand Registration shall be in the form of an Underwritten Offering, including a Block Trade or Other Coordinated Offering, provided, that the Company shall only be obligated to effect an Underwritten Offering if the aggregate gross proceeds of the Registrable Securities proposed to be sold by the Shelf Demanding Holders in such Underwritten Offering, either individually or together with other Demanding Holders, is reasonably expected to exceed $10,000,000. The right of such Demanding Holders or Requesting Holder(s) (if any) to include their Registrable Securities in such Underwritten Offering shall be conditioned upon such Demanding Holders’ or Requesting Holder(s)’ (if any) participation in such Underwritten Offering. The Company and all such Demanding Holders or Requesting Holder(s) (if any) proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3 shall enter into an underwriting agreement in customary form, which underwriting agreement shall be reasonably acceptable to the Company, with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration Statement with the written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned). Under no circumstances shall request such the Company be obligated to effect more than (i) an offering aggregate of three (3) Underwritten Offerings at the demand of the Sponsor and the Arrowroot Insiders and (ii) an aggregate of three (3) Underwritten Offerings at least the demand of the iLearningEngines Insiders, which for the avoidance of doubt would count as a demand registration under Subsection 2.2.1; provided, that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall Underwritten Offering will not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder counted as an Underwritten Offering pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay2.2.3.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing any Holders of at least 33-1/3% $100,000,000 in aggregate principal amount of the Registrable Securities then covered by that has returned a completed and signed Notice and Questionnaire in accordance with the Shelf Registration Statement provisions of this Agreement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof the provisions of this Agreement within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 5 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including including, but not limited to to, filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n3(q) hereof, upon receipt of a request from the Managing Underwriter managing underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 ninety (90) days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason exists for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% a majority in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with effect more than one underwritten offering during the Effectiveness Periodpursuant to this Agreement. Upon receipt of such a request, the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a) hereof within a reasonable amount of time before the commencement of such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all reasonable expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder (a) Subject to any applicable restrictions on transfer in the Investment Agreements or otherwise, AE, Xxxx (to the extent AE or Xxxx hold Registrable Securities) or holders of a majority of Registrable Securities who desires then outstanding may, after the Resale Shelf Registration Statement, or a Subsequent Shelf Registration Statement, becomes effective, and so long as the Shelf Registration Statement, or a Subsequent Shelf Registration Statement, remains effective at such time, deliver a written notice to do so may sell Registrable Securities the Company (in whole the “Underwritten Offering Notice”) specifying that the sale of some or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount all of the Registrable Securities then covered by subject to the Shelf Registration Statement is intended to be conducted through an underwritten offering (the “Underwritten Offering”); provided, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall request such an offering and be less than $20,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with launch more than one underwritten offering during (1) Underwritten Offering at the Effectiveness Periodrequest of the Holders within any twelve (12) month period, or (iii) launch an Underwritten Offering within the period commencing twenty (20) days prior to and ending two (2) Business Days following the Company’s scheduled earnings release date for any fiscal quarter or year (or such shorter period as is the Company’s customary “blackout window” applicable to directors and officers). Upon receipt of such a requestrequest for an Underwritten Offering, the Company shall provide notify all Electing Holders of such request and, subject to Section 1.7(c), shall include in such Underwritten Offering all shares of Registrable Securities written notice to be sold by Holders responding to such notice. (b) In the event of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offeringan Underwritten Offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities participating in an Underwritten Offering shall select the managing underwriter(s) to be included in such offeringadminister the Underwritten Offering; provided, howeverthat the choice of such managing underwriter(s) shall be subject to the consent of the Company, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that such investment bankers and managers and underwriting arrangements must be satisfactory to in making the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.determination

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing The Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request who desire to do so may sell such Securities in an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such underwritten offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and the Trust and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s Registrable 's Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, (c) at least 30% of the outstanding Securities are included in such underwritten offering, and (cd) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to provides the Company and the Trust with such information as they shall reasonably request in accordance order to enable the Company and the Trust to comply with Section 3(a)(ii) hereof the applicable requirements of the Security Act in connection with offers and sales by such Holder as a selling securityholder in the underwritten offering within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited counsel to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringselling securityholders. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such 20 20 amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering offering) and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further provided, further, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) notwithstanding any provision to the contrary in this agreement, no underwritten offering is required to occur without the consent of XXXX Financial Corp., (ii) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering (and holding in the aggregate an amount of Registrable Securities having a value based on the closing price of the Registrable Securities on the New York Stock Exchange on the date preceding the request for an underwritten offering of at least $25 million) and (iiiii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company XXXX Financial Corp. shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company and subject to XXXX Financial Corp.'s consent to pursue an underwritten offering, XXXX Financial Corp. shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected byby XXXX Financial Corp, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. XXXX Financial Corp. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company XXXX Financial Corp. in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company XXXX Financial Corp. shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n3(k) hereof, and subject to XXXX Financial Corp.'s consent to pursue an underwritten offering, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company XXXX Financial Corp. may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors or the CEO or CFO of the Company XXXX Financial Corp. shall have determined in good faith that the Company XXXX Financial Corp. has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing The Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request who desire to do so may sell such Securities in an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such underwritten offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyGuarantor and the Trust and (ii) the Guarantor shall not be obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s Registrable 's Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) at least 33 1/3% of the outstanding Securities are included in such underwritten offering (or at least 20% of the outstanding Securities if such Holder is not then an Electing Holderat the time time the Purchasers and their Affiliates hold, such Holder returns a completed and signed Notice and Questionnaire in the aggregate, less than 50% of the Securities purchased by the Purchasers pursuant to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringPurchase Agreement). The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company counsel to the selling securityholders and shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, reimburse the Trust and the Guarantor for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company Guarantor may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined Guarantor in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. (a) Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities which do not bear any Transfer Legends (as defined below), plus any such other Registrable Securities as the Company, in its discretion, may permit (all such Registrable Securities, "Permitted Securities"), in whole or in part) , in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement and which bear no Transfer Legends shall request such an offering and (ii) at least such aggregate principal amount 33% of such Registrable Securities shall be included in such offering; and provided further provided, further, that (A) the Company shall not be obligated to cooperate with more than two underwritten offerings, (B) if one underwritten offering during has been completed under this Section 6, no request for a second underwritten offering hereunder will be effective until at least twelve months after the pricing of such earlier offering has occurred and (C) the Company shall not be obligated to cooperate with any request for an underwritten offering hereunder if received on or after the expiration of the Effectiveness Period. Upon receipt of such a requestan effective request for an underwritten offering, the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice offering with respect to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnairetheir Permitted Securities. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer Managing Underwriters for the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements the Managing Underwriter must be satisfactory reasonably acceptable to the CompanySellers' Committee. No Holder holder may participate in any underwritten offering contemplated hereby unless (ai) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (bii) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (ciii) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding The Company understands and acknowledges that the foregoing or the provisions of Section 3(n) hereof, upon receipt of Sellers hereby makes a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in demand for an underwritten offering as soon as practicable after the Closing, which demand may be withdrawn with the consent of the Company, not to prepare and file an amendment or supplement to be unreasonably withheld. In the Shelf Registration Statement and Prospectus in connection with an underwritten offeringevent such demand is withdrawn, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors rights of the Company Sellers hereunder with respect to underwritten offerings shall have determined in good faith that the Company has a bona fide business reason for be unaffected, as though such delaydemand were never made.

Underwritten Offering. Any Holder of Registrable Securities who desires If, pursuant to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) written notice delivered to the Electing Company by the Holders of at least 33-1/3% a majority in aggregate liquidation amount of the Preferred Securities, a majority in aggregate principal amount of the Registrable Securities then covered by Debentures or a majority of Holders of the Common Stock, as the case may be, registered pursuant to a Shelf Registration Statement shall request Registration, such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a requestHolders so elect, the Company shall provide all Electing Holders offer and sale of Registrable Securities written notice of the requestany such Preferred Securities, which notice shall inform such Electing Holders that they have the opportunity to participate Debentures and/or Common Stock may be effected in the form of an underwritten offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyHolders of a majority of the Securities to be included in such offering. The Company shall not, in any event, be obligated to arrange for more than one underwritten offering during the Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless (i) such Xxxxxx (a) such Holder agrees to sell such Holder’s Registrable Xxxxxx's Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (cii) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 20% of the Company outstanding Securities are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The counsel to the selling securityholders and shall reimburse the Trust and the Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Electing Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; , provided that (i) the Electing Holders of at least 33-1/325% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; , and provided further provided, further, that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Periodoffering. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereofthe following sentence, expenses of their own counsel. The Company will pay the fees and expenses of a single counsel selected by a plurality of all Electing Holders who own an aggregate of not less than twenty-five percent (25%) of the Registrable Securities included in the underwritten offering. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(nSections 3(l) and 3(m) hereof, upon receipt of a request from the Managing Underwriter Underwriters or a representative of holders Holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company (or an executive officer of the Company duly authorized for such purpose) shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (ia) the Electing Holders of at least 33-1/3% $20 million in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (iib) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, request the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) 4 hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 5 hereof, expenses of their own counsel. The Company shall pay all expenses fees customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereofforegoing, upon receipt of a request from the Managing Underwriter or a representative of no holders of a majority of the Registrable Securities to be included in an shall have any "piggyback" rights on any underwritten offering to prepare and file an amendment or supplement to initiated by the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayCompany.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten under­written offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements disburse­ments of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection connec­tion with an underwritten offering, the Company and the Subsidiary Guarantors may delay the filing of any such amendment amend­ment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/350% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company and Ribapharm shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company and Ribapharm shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the CompanyCompany and Ribapharm. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering oxxxxxxg in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company thx Xxxxany and Ribapharm in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company and Ribapharm shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company and Ribapharm may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten under­written offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements disburse­ments of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection connec­tion with an underwritten offering, the Company may delay the filing of any such amendment amend­ment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one an underwritten offering during in accordance with the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity conditions set forth below and subject to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice 2(d) and Questionnaire3(p). In any such underwritten offering, (a) the investment banker or bankers and manager or managers that will administer the offering will be selected byor approved by the Guarantor and the Trust, and (b) the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, by the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory reasonably acceptable to the CompanyGuarantor and the Trust. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any such approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to at least 25% of the Company outstanding Registrable Securities held by all Holders are included in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and, subject to Section 4 hereof, and expenses of their own counsel. The Company counsel to the selling securityholders and shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, reimburse the Trust and the Guarantor for the fees and disbursements of its counsel and their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/350% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request request, in writing, such an offering offering; and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a written request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder The Holders of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of who desire to do so may sell such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnairean Underwritten Offering. In any such underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering Offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders Holders of a majority of the Registrable Securities to be included in such offering; provided, however, that (a) such investment bankers and managers and underwriting arrangements (including indemnification arrangements) must be reasonably satisfactory to the Company, and (ii) the Company shall not be obligated to cooperate with the Initial Purchasers or Holders in more than one Underwritten Offering during the Effectiveness Period. No Holder may participate in any underwritten offering an Underwritten Offering contemplated hereby unless such Holder (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if at least 20% of the outstanding Registrable Securities are included in such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offeringUnderwritten Offering. The Holders participating in any underwritten offering the Underwritten Offering shall be responsible for any all underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counselcommissions. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and counsel, its independent public accountants and any printing and other out-of-pocket expenses incurred by it in connection with such underwritten offeringUnderwritten Offering, and in accordance with Section 4 of this Agreement the reasonable fees and disbursements of one firm of counsel to the selling Holders. Notwithstanding the foregoing or the provisions of Section 3(n) hereofof this Agreement, upon receipt of a request from the Managing Underwriter or a representative of holders the Holders of a majority of the Registrable Securities to be included in an underwritten offering outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and or Prospectus in connection with an underwritten offeringUnderwritten Offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide valid business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided PROVIDED that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further PROVIDED FURTHER that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; providedPROVIDED, howeverHOWEVER, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that provided, however, the Company shall not be obligated required to cooperate with more than one facilitate an underwritten offering during pursuant to the Effectiveness Period. Upon receipt of such a request, Shelf Registration Statement by any holders unless the Company shall provide all Electing Holders of Registrable Securities written notice offering relates to at least 25% of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder Securities sold pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and QuestionnaireSubscription Agreement. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holderholder’s Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters (which shall be no more onerous than the lock-ups of the holders of the Company’s preferred stock and management of the Company) and other documents required under the terms of such approved underwriting arrangements, arrangements and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n3(l) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days the Maximum Delay Period if and so long as the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delayDelay Conditions exist.

Underwritten Offering. Any Holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-33 1/3% in aggregate principal amount of the Registrable Securities then initially covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s 's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder Subject to the provisions of Registrable Securities who desires to do subsection 2.1.4 and Section 2.3 hereof, if the Demanding Holders meeting the Shelf Threshold so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided advise the Company as part of their Demand Registration that (i) the Electing Holders of at least 33-1/3% in aggregate principal amount offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such aggregate principal amount right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be included conditioned upon such Holder’s participation in such offeringUnderwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by mutual agreement between the Company and the Demanding Holders initiating the Demand Registration; provided, that if the Demanding Holders initiating the Demand Registration shall have proposed two (2) Underwriters and provided further that the Company shall not have rejected both such Underwriters, then the Demanding Holders initiating the Demand Registration shall be obligated entitled to cooperate with more than one underwritten offering during select the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be satisfactory to the CompanyUnderwriter. No Holder may participate in any underwritten offering contemplated hereby Underwritten Offering for equity securities of the Company pursuant to a Registration hereunder unless (a) such Holder (i) agrees to sell such Holder’s Registrable Securities to be included securities on the basis provided in any underwriting arrangements approved by the underwritten offering in accordance with any approved underwriting arrangementsCompany, and (bii) such Holder completes and executes all reasonable customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.

Underwritten Offering. Any Holder holder of Registrable Securities who desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-33 1/3% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering , (ii) the aggregate principal amount of Registrable Securities included in any underwritten offering shall not be less than $25 million and (iiiii) at least such aggregate principal amount of such Registrable Securities shall be included in such offering; and provided further that the Company shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Electing Holders holders of Registrable Securities written notice of the request, which notice shall inform such Electing Holders holders that they have the opportunity to participate in the offering. The Company may furnish any notice to any Holder pursuant to this Section 6 by furnishing the notice to the Holder’s e-mail address indicated on the Notice and Questionnaire. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company. No Holder holder may participate in any underwritten offering contemplated hereby unless (a) such Holder holder agrees to sell such Holder’s holder's Registrable Securities to be included in the underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements, and (c) if such Holder holder is not then an Electing Holder, such Holder holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii3(a)(2) hereof within a reasonable amount of time before such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees including the fees of any qualified independent underwriter and, subject to Section 4 hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offeringissuers, including but not limited to filing fees, the fees and disbursements of its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of holders of a majority in principal amount of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors of the Company shall have determined in good faith that the Company has a bona fide business reason for such delay.