Common use of Underwritten Offering Clause in Contracts

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in an underwritten offering. 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 will be approved by the 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 Company 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a 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. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of 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 will be approved by the Holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 2.11, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Company Registrable Securities requesting inclusion of their Company Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Company Registrable Securities requested to be included in such offering by such holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Class A Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Class A Ordinary Shares of the Registrable Securities (or such lesser amount only as required to comply with applicable Law), on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Company Registrable Securities and underwriting arrangements must are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be reasonably satisfactory excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of excluded or withdrawn from such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of 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 will be approved by the Holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 5.2, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Company Registrable Securities requesting inclusion of their Company Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Company Registrable Securities requested to be included in such offering by such holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Class A Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Class A Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Company Registrable Securities and underwriting arrangements must are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be reasonably satisfactory excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of excluded or withdrawn from such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire If any Initiating Holder intends to do distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so may sell advise the Company as a part of its request made pursuant to this Section 1.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in an underwritten offeringsuch registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to the extent provided herein. In any All Holders proposing to distribute their securities through such underwritten offering, offering shall enter into an underwriting agreement in customary form with the investment banker managing underwriter or bankers and manager or managers that will administer the offering will be underwriters selected by, and the for such underwriting arrangements with respect thereto will be approved by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities (other than “Registrable Securities” (as defined in the Convertible Note Purchase Agreements, hereafter “Convertible Notes Registrable Securities” and any other securities similarly defined under any registration rights that may be granted by the Company to any Person in the future relating to any securities of the Company, which registration rights either (i) rank pari passu with those granted to the Holders of Registrable Securities or (ii) are granted pursuant to Section 5.2 (together with the registration rights granted to holders of Convertible Notes Registrable Securities, the “Permitted Registration Rights”), such investment bankers securities, together with the Registrable Securities and managers the Convertible Notes Registrable Securities, “Company Registrable Securities”) for which holders of the other Company Registrable Securities have exercised piggyback registration rights under the applicable Permitted Registration Rights, in which case only a pro rata portion of such other Company Registrable Securities shall be excluded) are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Company Registrable Securities and are held by any other Person who is not a Holder, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that at least fifty percent (50%) of shares of Registrable Securities requested by the Holders to be included in such underwriting arrangements must and registration shall be reasonably satisfactory so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any Electing Holder who desire 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 25% 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. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 will be approved by the 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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)(2) hereof within a reasonable amount of the outstanding Registrable Securities are included in 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 expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their independent public its counsel and accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(aSections 3(l) and 3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding 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 (or an executive officer of the Company duly authorized for such purpose) shall have determined in good faith that the Company has a 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. The In the event that the Selling Holders who desire holding a majority of the Common Units covered by this Agreement elect to do so may sell dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency shall enter into an underwriting agreement in an underwritten offeringcustomary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. In connection with any Underwritten Offering under this Agreement, Regency shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of Southern Union not to be unreasonably withheld or delayed. No Selling Holder may participate in such underwritten offeringUnderwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the investment banker terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or bankers all of the representations and manager or managers that will administer the offering will be selected warranties by, and the underwriting arrangements with respect thereto will other agreements on the part of, Regency to and for the benefit of such underwriters also be approved by the Holders of a majority made to and for such Selling Holder’s benefit and that any or all of the Registrable Securities conditions precedent to the obligations of such underwriters under such underwriting agreement also be included in conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Regency other than representations, warranties or agreements regarding such offeringSelling Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representations required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that (i) such investment bankers and managers and underwriting arrangements notice of withdrawal must be reasonably satisfactory made before or at the time of pricing of such offering in order to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Periodeffective. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees withdrawal or abandonment shall affect Regency’s obligation to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding to prepare and file an amendment or supplement to the Shelf pay 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:Expenses.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements disburse­ments of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire If any Initiating Holder intends to do distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so may sell advise the Company as a part of its request made pursuant to this Section 1.1 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in an underwritten offeringsuch registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to the extent provided herein. In any All Holders proposing to distribute their securities through such underwritten offering, offering shall enter into an underwriting agreement in customary form with the investment banker managing underwriter or bankers and manager or managers that will administer the offering will be underwriters selected by, and the for such underwriting arrangements with respect thereto will be approved by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person who is not a Holder, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that, in any event, at least fifty percent (i50%) of shares of Registrable Securities requested by the Holders to be included in such investment bankers underwriting and managers and underwriting arrangements must registration shall be reasonably satisfactory so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall include such information in the notice given pursuant to do so may sell Registrable Securities in an underwritten offeringSection 1.2. In any such underwritten offeringevent, the investment banker or bankers right of each Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder agreeing to participate in such underwriting and manager or managers that will administer upon the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a majority inclusion of the Registrable Securities in the underwriting to the extent provided herein. Each Holder electing to include its Registrable Securities in such registration shall (together with the Company and other participating shareholders) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 1.5, if the underwriter shall, in good faith, advise the Company in writing that the offering contemplated thereby will be materially adversely affected by the inclusion of Registrable Securities, then the Company shall so advise such Holder and the other participating shareholders, and the number of shares of Registrable Securities and Common Stock (collectively, “Underwritten Securities”) that may be included in such offering; provided, however, that (i) such investment bankers and managers the registration and underwriting arrangements must shall be reasonably satisfactory allocated first to the Company, if it is participating in such registration and underwriting, second, pro rata among such Holders and other parties having registration rights previously granted by the Company, and, third, pro rata among the other participating shareholders, if any, in each case in proportion, as nearly as practicable, to the respective amounts of Underwritten Securities held by such Holder and participating shareholders at the time of filing the Registration Statement. The Company may only exercise this right once within any twelve-month period without the consent of the Required Majority. If such Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Periodunderwriter. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's The Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering so withdrawn shall also be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders With the prior written agreement of the Company, any Holder who desire desires to do so may sell Registrable Securities (in whole or in part) in a registration in which such securities are sold to an underwritten offeringunderwriter for reoffering to the public pursuant to the Shelf Registration Statement (an “Underwritten Offering”). Upon receipt of such a request, the Company shall provide all Holders written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the Underwritten Offering. In any such underwritten offeringUnderwritten 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 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 Managing Underwriters and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering 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 20% of the outstanding Registrable Securities are included in if such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholdersHolder is not then an Electing Holder, including underwriting discounts such Holder returns a completed and commissions signed Notice and fees and expenses of counsel Questionnaire to the selling securityholders and shall reimburse the Company for the fees and disbursements in accordance with Section 3(a)(ii) hereof within a reasonable amount of their counsel, their independent public accountants and any printing expenses incurred in connection with time before such underwritten offeringsUnderwritten Offering. Notwithstanding the foregoing or the provisions of Section 6(a) hereofforegoing, upon receipt of a request from the Managing Underwriter Underwriters or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 offeringUnderwritten 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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% of the Registrable Securities then covered by the Shelf Registration Statement shall request such an offering and (ii) at least such amount of such Registrable Securities shall be included in such offering; and provided further that Host REIT shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, Host REIT shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodHost REIT. 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 20% if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to Host REIT in accordance with Section 3(a)(ii) hereof within a reasonable amount of the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company or Host REIT shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Host REIT may delay the filing of any such amendment or supplement for up to 90 days if the Company Board of Directors or the CEO or CFO of Host REIT shall have determined in good faith that Host REIT has a valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire If any Initiating Holder intends to do distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so may sell advise the Company as a part of its request made pursuant to this Section 1.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in an underwritten offeringsuch registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to the extent provided herein. In any All Holders proposing to distribute their securities through such underwritten offering, offering shall enter into an underwriting agreement in customary form with the investment banker managing underwriter or bankers and manager or managers that will administer the offering will be underwriters selected by, and the for such underwriting arrangements with respect thereto will be approved by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities (other than “Registrable Securities” (as defined in the 2020 Investment Agreement and the 2022 Investment Agreement, hereafter “Series A Preferred Shares Registrable Securities” and “2027 Convertible Notes Registrable Securities”, respectively, and any other securities similarly defined under any registration rights that may be granted by the Company to any Person in the future relating to any securities of the Company, which registration rights either (i) rank pari passu with those granted to the Holders of Registrable Securities or (ii) are granted pursuant to Section 2.11 (together with the registration rights granted to holders of Series A Preferred Shares Registrable Securities and 2027 Convertible Notes Registrable Securities, the “Permitted Registration Rights”), such investment bankers securities, together with the Registrable Securities, the Series A Preferred Shares Registrable Securities and managers the 2027 Convertible Notes Registrable Securities, “Company Registrable Securities”) for which holders of the other Company Registrable Securities have exercised piggyback registration rights under the applicable Permitted Registration Rights, in which case only a pro rata portion of such other Company Registrable Securities shall be excluded) are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Company Registrable Securities and are held by any other Person who is not a Holder, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that at least fifty percent (50%) of shares of the Registrable Securities requested by the Holders (or such lesser amount only as required to comply with applicable Law) to be included in such underwriting arrangements must and registration shall be reasonably satisfactory so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire If the registration pursuant to do so may sell Registrable Securities in this Section 8 involves an underwritten offeringoffering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company will so advise the Participant as a part of the written notice given pursuant to Subsection (a). In any such underwritten offeringevent, the investment banker or bankers and manager or managers that will administer right of the offering Participant to registration pursuant to this Section 8 will be selected by, conditioned upon the Participant’s participation in such underwriting and the underwriting arrangements with respect thereto will be approved inclusion of the Option Shares designated by the Holders of a majority of Participant in the Registrable Securities underwriting to the extent provided herein. If such Option Shares are to be included in such offering; providedregistration, howeverthe Optionee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 8, if the representative determines in good faith that (i) such investment bankers marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and managers the number of shares of securities that are entitled to be included in the registration and underwriting arrangements must will be reasonably satisfactory allocated in the following manner: the number of securities that may be included in the registration and underwriting by the Participant and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation. If the Participant or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and (ii) the Company shall not underwriter. Any Option Shares or other securities excluded or withdrawn from such underwriting will 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 withdrawn from such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders. In any such underwritten offeringevent, 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 will be approved by the Holders of a majority right of the Holders’ Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon the Holders’ participation in such offeringunderwritten offering and the inclusion of the Holders’ Registrable Securities in the underwriting to the extent provided herein. The Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude shares from the registration and the underwritten offering and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first to the Company, and second, to the Holders of other securities of the Company; provided, however, that the right of the underwriter to exclude Ordinary Shares (iincluding Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such investment bankers registration and managers and underwriting arrangements must be reasonably satisfactory underwritten offering before any Registrable Securities are so excluded. If any Holders disapproves of the terms of any such underwriting, such Holders may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $20,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. The Holders who desire If a requested registration pursuant to do so may sell Registrable Securities in this Section 3(a) involves an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such offeringunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to securities on the Company and registration statement, (ii) second, securities held by any Persons (other than the Company shall Glencoe Holders) having contractual, incidental “piggyback” rights to include such securities in the registration statement pursuant to an agreement which is 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangementsthis Agreement, (biii) completes and executes all reasonable questionnairesthird, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall securities to be responsible for any expenses customarily borne registered by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for its own account and (iv) fourth, Glencoe Registrable Securities sought to be included by the fees Glencoe Holders and disbursements Sxxx Registrable Securities sought to be included by the Sxxx Holders pursuant to the “piggyback” rights granted to the Sxxx Holders pursuant to this Agreement. If there is a reduction of their counselthe number of Glencoe Registrable Securities or Sxxx Registrable Securities pursuant to clause (iv), their independent public accountants and any printing expenses incurred such reduction shall be made on a pro rata basis (based upon the relative number of Registrable Securities held by the holders requesting inclusion in connection with such underwritten offeringsregistration statement). Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of With respect to a request from for registration pursuant to this Section 3 which is for an underwritten public offering, the Managing Underwriter or managing underwriter shall be chosen by a representative of Holders of a majority majority-in-interest of the Glencoe Holders requesting such registration, subject to the approval of the Company, which approval will not be unreasonably withheld. If the managing underwriter has not limited the number of Glencoe Registrable Securities, Sxxx Registrable Securities outstanding or other securities to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringbe underwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Company managing underwriter so agrees and if the number of Glencoe Registrable Securities or Sxxx Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. If requested in good faith has by the managing underwriter, the Glencoe Holders (and the Sxxx Holders if any of them participate in such registration) agree not to offer, sell, pledge, transfer or otherwise dispose of any Common Stock not registered under the Securities Act for a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with period not to exceed ninety (90) days following the provisions effective date of this Section:the registration statement filed by the Company.

Underwritten Offering. The Holders who desire If any offering of Registrable Shares pursuant to do so may sell Registrable Securities in this Section 2.1 involves an underwritten offering. In any such underwritten offering, the Company shall (after first consulting with the Initiating Holders) select the investment banker banking firm or bankers and manager or managers that will administer firms to manage the offering will underwritten offering. The right of any Holder to registration pursuant to this Section 2.1 shall be selected by, conditioned upon such Holder's participation in such underwriting and the underwriting arrangements with respect thereto will be approved by the Holders inclusion 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 Company 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) agrees to sell such Holder's Registrable Securities in accordance the underwriting (unless otherwise mutually agreed by a majority in interest of Initiating Holders and such Holder with any approved underwriting arrangements, (brespect to such participation and inclusion) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under to the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included extent provided herein. A Holder may elect to include in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter all or a representative of Holders of a majority part of the Registrable Securities outstanding held by such Holder. If the Company shall request inclusion in any registration pursuant to prepare this Section 2.1 of securities being sold for its own account, or if an Other Stockholder shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and file an amendment or supplement to may condition such offer on their acceptance of the Shelf Registration Statement and Prospectus in connection with an underwritten offeringfurther applicable provisions of this Agreement (including without limitation Section 2.6 hereof). In such event, the Company may delay shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the filing representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such amendment underwriting, such person shall be excluded therefrom by written notice from Company, the underwriter or supplement for up to 90 days if the Company in good faith has a valid business reason for such delayInitiating Holders. The Company securities so excluded shall in connection with an underwritten offering in accordance with the provisions of this Section:also be withdrawn from registration. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least 25% of the Securities sold pursuant to the Stock Purchase 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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) hereof within a reasonable amount of the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a) hereofforegoing, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 there occurs or exists any pending corporate development the disclosure of which would, in the judgment of the Company, be harmful to the business, operations, prospects, or condition (financial or otherwise) of the Company in good faith has and its subsidiaries, taken as a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:whole..

Underwritten Offering. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. The Holders who desire Company shall have the right to do so may sell select the managing underwriter or underwriters to administer the offering. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritten offering. In Notwithstanding any such other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten offering, then the investment banker or bankers Company shall so advise all Holders of Registrable Securities which would otherwise be registered and manager or managers that will administer the offering will be selected byunderwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting arrangements with respect thereto will shall be approved reduced as required by the underwriter(s) and allocated (x) first, to the Investors on a pro rata basis according to the number of Registrable Securities then outstanding held by each Investor requesting registration and (y) then, to the other Holders of Registrable Securities on a majority pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such offeringunderwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided, howeverprovided further, that at least twenty-five percent (i25%) of shares of Registrable Securities requested by the Holders to be included in such investment bankers underwriting and managers and underwriting arrangements must registration shall be reasonably satisfactory so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 2.2(a) to do so may sell include any of the Holders’ Registrable Securities in an underwritten offering. In any such underwritten offeringunderwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the investment banker or bankers and manager or managers that underwriters determine in their sole discretion will administer not jeopardize the success of the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a majority of the Registrable Securities to be included in such offeringCompany; provided, however, that the Holders shall not be reduced to less than twenty percent (i20%) of the aggregate shares offered, except in the Company’s IPO in which case the underwriters may exclude all Registrable Securities to be sold by the Holders if the underwriters make the determination described above; provided further, that no Registrable Securities of the Holders shall be so excluded unless there are first excluded all other securities proposed to be included in such investment bankers and managers and underwriting arrangements must be reasonably satisfactory registration (other than securities registered for the account of the Company). Subject to the Company preceding sentence, if the total amount of securities, including Registrable Securities, requested by stockholders and (ii) Holders to be included in such offering exceeds the amount of securities sold, other than by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be obligated apportioned pro rata (to arrange the nearest 100 shares) among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding apportionment, for more than one underwritten offering during any participating Holder that is a partnership, limited liability company or corporation, the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell partners, retired partners, members, retired members and stockholders of such Holder's Registrable Securities in accordance with , or the estates and family members of any approved underwriting arrangementssuch partners, (b) completes members, retired partners or members and executes all reasonable questionnaires, powers any trusts for the benefit of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% any of the outstanding Registrable Securities are foregoing Persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons included in such underwritten offering. The Holders participating “selling stockholder,” as defined in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The If the Holder initiating the registration request under this Section 2 (“Initiating Holder”) intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so advise the Company as a part of its request made pursuant to this Section 2 and the Company shall include such information in the Request Notice. In such an event, the right of the Holders who desire to do so may sell include their Registrable Securities in an underwritten offeringsuch registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holders) to the extent provided herein. In any The Holders proposing to distribute their Registrable Securities through such underwritten offering, offering shall enter into an underwriting agreement in customary form with the investment banker managing underwriter or bankers and manager or managers that will administer the offering will be underwriters selected by, and the for such underwriting arrangements with respect thereto will be approved by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in such offeringthe underwritten offering shall be reduced as required by the underwriter and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of the Registrable Securities then outstanding held by the Holders requesting registration (including the Initiating Holder); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities (iother than Registrable Securities) such investment bankers and managers the right of the underwriter to exclude shares (including Registrable Securities) from the registration and underwriting arrangements must as described above shall be reasonably satisfactory restricted so that all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holders disapproves of the terms of any such underwriting, such Holders may elect to withdraw therefrom by written notice to the Company and the underwriter, which notice shall be delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 no underwritten offering may be conducted without the prior agreement of the Company. Upon receipt of such a request and consent by the Company to such request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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, Chief Executive Officer or Chief Financial Officer of the Company shall have determined in good faith that the Company has a valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such 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 who desire and shall be reasonably acceptable to do so may sell the Company. The right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided 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 number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bypursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting arrangements with respect thereto will shall be approved by allocated among all participating Holders, including the Holders Initiating Holders, in proportion (rounded to the nearest 100 shares) to the amount of a majority Registrable Securities of the Company then owned by each Holder; provided, however, that the number of shares of 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 Company and (ii) the Company shall not be obligated to arrange reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, for more than one underwritten offering during any participating Holder that is a partnership, limited liability company or corporation, the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell partners, retired partners, members, retired members and stockholders of such Holder's Registrable Securities in accordance with , or the estates and family members of any approved underwriting arrangementssuch partners, (b) completes members, retired partners or retired members and executes all reasonable questionnaires, powers any trusts for the benefit of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% any of the outstanding Registrable Securities are foregoing persons shall be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate number of shares carrying registration rights owned by all Persons included in such underwritten offering. The Holders participating "selling stockholder," as defined in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The If a registration statement under which the Company gives notice under this Section 2.4 is for an underwritten offering, then the Company shall so advise the Holders who desire of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to do so may sell be included in a registration pursuant to this Section 2.4 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritten offering. In Notwithstanding any such underwritten offeringother provision of this Agreement, if the investment banker or bankers managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and manager or managers that will administer the offering will be selected byunderwriting, and the number of shares that may be included in the registration and the underwriting arrangements with respect thereto will shall be allocated, first, to the Company, second, to each of the Investors requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Investor, third, to the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder and fourth, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the Holders holders of a majority of the Registrable Securities Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved excluded or withdrawn from such underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of 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 will be approved by the Holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 5.2, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Registrable Securities requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Registrable Securities and underwriting arrangements must are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be reasonably satisfactory excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of excluded or withdrawn from such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire If the registration pursuant to do so may sell Registrable Securities in this Section 10 involves an underwritten offeringoffering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company will so advise the Employee as a part of the written notice given pursuant to Subsection (a). In any such underwritten offeringevent, the investment banker or bankers and manager or managers that will administer right of the offering Employee to registration pursuant to this Section 10 will be selected by, conditioned upon the Employee’s participation in such underwriting and the underwriting arrangements with respect thereto will be approved inclusion of the Restricted Shares and Vested Shares designated by the Holders of a majority of Employee in the Registrable Securities underwriting to the extent provided herein. If such Restricted Shares and Vested Shares are to be included in such offering; providedregistration, howeverthe Employee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 10, if the representative determines in good faith that (i) such investment bankers marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and managers the number of shares of securities that are entitled to be included in the registration and underwriting arrangements must will be reasonably satisfactory allocated in the following manner: the number of securities that may be included in the registration and underwriting by the Employee and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation. If the Employee or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and (ii) the Company shall not underwriter. Any Restricted Shares and Vested Shares or other securities excluded or withdrawn from such underwriting will 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 withdrawn from such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire If any offering of Registrable Shares pursuant to do so may sell Registrable Securities in a this Section 2.1 involves an underwritten offering. 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 will be approved by the Holders of a majority of the Registrable Securities Initiating Holders shall select the investment banking firm or firms to be included in such manage the underwritten offering; provided, howeverPROVIDED, that (i) such investment bankers and managers and underwriting arrangements must selection shall be reasonably satisfactory subject to the Company and (ii) consent of the Company Company, which consent shall not be obligated unreasonably withheld. The right of any Holder to arrange for more than one underwritten offering during registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in such underwriting and the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell inclusion of such Holder's Registrable Securities in accordance the underwriting (unless otherwise mutually agreed by a majority in interest of Initiating Holders and such Holder with any approved underwriting arrangements, (brespect to such participation and inclusion) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under to the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included extent provided herein. A Holder may elect to include in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter all or a representative of Holders of a majority part of the Registrable Securities outstanding he holds. If the Company shall request inclusion in any registration pursuant to prepare this Section 2.1 of securities being sold for its own account, or if an Other Stockholder shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and file an amendment or supplement to may condition such offer on their acceptance of the Shelf Registration Statement and Prospectus in connection with an underwritten offeringfurther applicable provisions of Agreement (including without limitation Section 2.6 hereof. In such event, the Company may delay shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the filing representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such amendment underwriting, such person shall be excluded therefrom by written notice from Company, the underwriter or supplement for up to 90 days if the Company in good faith has a valid business reason for such delayInitiating Holders. The Company securities so excluded shall in connection with an underwritten offering in accordance with the provisions of this Section:also be withdrawn from registration. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least 25% of the Securities sold pursuant to the Subscription 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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) hereof within a reasonable amount of the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(l) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:Delay Conditions exist.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(p) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). The Holders who desire underwriter shall be selected by the Company. The right of any Holder to do so may sell include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.4(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 2.1, if the underwriter advises the Company and the Initiating Holders in writing that 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 underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bypursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting arrangements with respect thereto will shall be approved by allocated among all participating Holders, including the Holders Initiating Holders, in proportion (rounded to the nearest 100 shares) to the amount of a majority Registrable Securities of the Company then owned by each participating Holder; provided, however, that if the underwriters determine in good faith that the number of shares to be included in the offering should be reduced, then the underwriters may exclude shares of Registrable Securities to be included in such offeringunderwriting; providedprovided further, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company number of shares of Registrable Securities shall not be obligated reduced to arrange for more less than one underwritten offering during the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are total shares to be registered in such offering; and provided further, however, that any Founders’ Stock to be included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible reduced prior to the reduction to the number of any Holders’ Registrable Securities. If the right of the Holders to include their Registrable Securities in such registration is so limited, no party shall sell shares in such registration other than the Initiating Holders. For purposes of the preceding apportionment, for any expenses customarily borne by selling securityholdersparticipating Holder that is a partnership, including underwriting discounts limited liability company or corporation, the partners, retired partners, members, retired members and commissions and fees and expenses shareholders of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counselsuch Holder, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding 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 the benefit of any of the foregoing Persons shall be deemed to 90 days if be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the Company aggregate amount of shares carrying registration rights owned by all Persons included in good faith has a valid business reason for such delay. The Company shall “selling stockholder,” as defined in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Issuers shall not be obligated to cooperate with more than one underwritten offering during the Effectiveness Period. Upon receipt of such a request, the Issuers shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodIssuers. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Issuers shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Issuers 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 has that the Issuers have a valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire If the registration pursuant to do so may sell Registrable Securities in this Section 7 involves an underwritten offeringoffering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company will so advise the Employee as a part of the written notice given pursuant to Subsection (a). In any such underwritten offeringevent, the investment banker or bankers and manager or managers that will administer right of the offering Employee to registration pursuant to this Section 7 will be selected by, conditioned upon the Employee’s participation in such underwriting and the underwriting arrangements with respect thereto will be approved inclusion of the Restricted Shares and Option Shares designated by the Holders of a majority of Employee in the Registrable Securities underwriting to the extent provided herein. If such Restricted Shares and Option Shares are to be included in such offering; providedregistration, howeverthe Employee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 7, if the representative determines in good faith that (i) such investment bankers marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and managers the number of shares of securities that are entitled to be included in the registration and underwriting arrangements must will be reasonably satisfactory allocated in the following manner: the number of securities that may be included in the registration and underwriting by the Employee and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation. If the Employee or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and (ii) the Company shall not underwriter. Any Restricted Shares and Vested Shares or other securities excluded or withdrawn from such underwriting will 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 withdrawn from such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants accountants, and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any holder of Registrable Securities covered by the Shelf Registration Statement who desire desires to do so may sell such Registrable Securities in an underwritten offering. 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 will be approved by the Holders holders of a majority of the Registrable Securities to be included in such underwritten offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Period. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder holder (a) agrees to sell such Holderholder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) holders have requested that at least 20% of the outstanding Registrable Securities are be included in such underwritten offering. The Holders holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and and, subject to Section 4, fees and expenses of counsel to the selling securityholders and securityholders. The Company shall reimburse the Company for pay all expenses customarily borne by issuers, including but not limited to filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a 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. The Holders who desire to do so may sell If any of the Registrable Securities covered by --------------------- the Shelf Registration are to be sold in an underwritten public offering. In any , the Holder intending to pursue such underwritten offering shall deliver a notice to the Company of such intent, and within ten days after receipt of the notice of intent from such Holder for an underwritten offering, the investment banker Company shall give written notice (the "Notice") of such notice of intent to all other Holders and such other Holders shall be entitled to include in such an underwritten offering all or bankers part of their respective Registrable Securities by notice to the 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 for an underwritten offering and manager to take all such other reasonable actions in connection therewith as provided in Section 5(o). In the case of any firm commitment underwritten offering, if the managing underwriter or managers 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 that can be sold in such offering without adversely affecting the market for the Company's Common Shares, the Company will administer include in such offering the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Company's 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 will (including the Holder providing the initial Notice) shall be selected by, and reduced pro rata on the underwriting arrangements with respect thereto will be approved by the Holders of a majority basis of the relative number of Registrable Securities requested by each such Holder to be included in such offering to the extent necessary to reduce the total number of Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory offering to the Company 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 number recommended by such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing managing underwriter or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:underwriters.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Notice Holders of at least 15% in aggregate principal amount of the Registrable Securities 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. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% if such Holder is not then a Notice Holder, such Holder returns a completed and signed Notice and Questionnaire to the Company within a reasonable amount of the outstanding Registrable Securities are included in 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 and, subject to Section 2.2 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(P) hereof, upon receipt of a request from the Managing Underwriter managing underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $20,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities A registration under Section 2(a) shall be conditioned upon the Selling Holders' participation in an underwritten offering. 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 will be approved by the Holders of a majority inclusion of the Registrable Securities to be included held by such Selling Holders in such underwriting. The Company shall have the right to select the underwriter(s) for such offering; provided, however, that (iwhich such underwriter(s) such investment bankers and managers and underwriting arrangements must shall be reasonably satisfactory to the Initiating Group in its good faith determination. All Selling Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and (iithe other selling shareholders who may distribute securities through such underwriting) 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 the underwriting by entering into or completing, at the request of the underwriter or underwriters selected for such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangementsby the Company, (b) completes and executes all a commercially reasonable underwriting agreement, questionnaires, powers of attorney, indemnities, underwriting custody agreements, lock-up letters and all other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringsdocuments. Notwithstanding the foregoing in this Section 2(c), at the option of the Company, the offering contemplated by Section 2(a) may be a non-underwritten offering, but the Shareholders shall be entitled to withdraw all or the provisions a portion of Section 6(a) hereof, upon receipt of a request their Registrable Securities from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding offering. With respect to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an any such underwritten offering, the Company Shareholder may delay elect to withdraw therefrom by providing written notice to the filing Company, the managing underwriter and the Holders of any Registrable Securities to be included in the Registration Statement. If, by withdrawal of such amendment or supplement for Registrable Securities, an additional number of Registrable Securities held by other Shareholders may be included in such Registration Statement (up to 90 days if the limit imposed by the managing underwriter), the Company shall offer to all other shareholders who have included Registrable Securities in good faith has a valid business reason for such delay. The Company shall the registration the right to include additional Registrable Securities in connection with an underwritten offering the same proportion used in accordance with the provisions of this Section:determining the

Underwritten Offering. The Holders who desire If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall include such information in the notice given pursuant to do so may sell Registrable Securities in an underwritten offeringSection 1.2. In any such underwritten offeringevent, the investment banker or bankers right of each Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder agreeing to participate in such underwriting and manager or managers that will administer upon the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a majority inclusion of the Registrable Securities in the underwriting to the extent provided herein. Each Holder electing to include its Registrable Securities in such registration shall (together with the Company and other participating shareholders) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 1.6, if the underwriter shall, in good faith, advise the Company in writing that the offering contemplated thereby will be materially adversely affected by the inclusion of Registrable Securities, then the Company shall so advise such Holder and the other participating shareholders, and the number of shares of Registrable Securities and Common Stock (collectively, “Underwritten Securities”) that may be included in such offering; provided, however, that (i) such investment bankers and managers the registration and underwriting arrangements must shall be reasonably satisfactory allocated first to the Company, if it is participating in such registration and underwriting, second, pro rata among such Holders and other parties having registration rights previously granted by the Company, and, third, pro rata among the other participating shareholders, if any, in each case in proportion, as nearly as practicable, to the respective amounts of Underwritten Securities held by such Holder and participating shareholders at the time of filing the Registration Statement. The Company may only exercise this right once within any twelve-month period without the consent of the Required Majority. If such Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Periodunderwriter. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's The Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering so withdrawn shall also be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a requested registration involves an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such offering; providedunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, however, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental "piggy back" registration rights to include such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to securities on the Company and registration statement, (ii) second, securities held by any other Persons (other than the Company shall not be obligated Holders) having contractual, incidental "piggy back" rights to arrange for more than one underwritten offering during include such securities in the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder registration statement, (aiii) agrees to sell such Holder's third, Registrable Securities in accordance with any approved underwriting arrangementsof Holders who did not make the original request for registration and (iv) fourth, Registrable Securities of Holders who requested such registration. If there is a reduction of the number of Registrable Securities pursuant to clauses (iii), or (iv), such reduction shall be made on a pro rata basis (based upon the respective holdings of securities held by such Holders). With respect to a request for registration pursuant to Section 3(a) or (b) completes and executes all reasonable questionnaireswhich is for an underwritten public offering, powers of attorney, indemnities, underwriting agreements, lockthe managing underwriter shall be chosen by a majority-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% in-interest of the outstanding holders of Registrable Securities are included in requesting 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 expenses of counsel registration subject to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority approval of the Company, which approval will not be unreasonably withheld. If the managing underwriter has not limited the number of Registrable Securities outstanding or other securities to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringbe underwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Company managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration and underwriting will not thereby be limited.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least 50% of the Securities sold pursuant to the Subscription 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 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 Company and (ii) the Company such investment bankers and managers shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Periodof nationally-recognized standing. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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) hereof within a reasonable amount of the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(1) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:Delay Conditions exist.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the underwritten offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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)(2) hereof within a reasonable amount of the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:or

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements disburse­ments of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 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. The Holders Any Holder of Registrable Securities who desire 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 50% in aggregate principal amount of the Registrable Securities then covered by the Shelf Registration Statement shall request, in writing, 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 written request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire If the registration pursuant to do so may sell Registrable Securities in this Section 7 involves an underwritten offeringoffering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company will so advise the Participant as a part of the written notice given pursuant to Subsection (a). In any such underwritten offeringevent, the investment banker or bankers and manager or managers that will administer right of the offering Participant to registration pursuant to this Section 7 will be selected by, conditioned upon the Participant’s participation in such underwriting and the underwriting arrangements with respect thereto will be approved inclusion of the Option Shares designated by the Holders of a majority of Participant in the Registrable Securities underwriting to the extent provided herein. If such Option Shares are to be included in such offering; providedregistration, howeverthe Optionee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 7, if the representative determines in good faith that (i) such investment bankers marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and managers the number of shares of securities that are entitled to be included in the registration and underwriting arrangements must will be reasonably satisfactory allocated in the following manner: the number of securities that may be included in the registration and underwriting by the Participant and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation. If the Participant or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and (ii) the Company shall not underwriter. Any Option Shares or other securities excluded or withdrawn from such underwriting will 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 withdrawn from such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $20,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. The Holders who desire If at any time or from time to do so may sell time during the effectiveness of the Shelf Registration Statement the holders of a majority of Registrable Securities propose to sell 25% or more of the Registrable Securities held by such holders, such holders may, by notice to the Company, require that such sale occur through a firm commitment underwritten offering (or any other type of underwritten offering specified by such holders) and, in an such event, (i) the Company will promptly give written notice of such planned underwritten offering. In offering to all other holders of Registrable Securities and will include in such registration (subject to any cutbacks demanded by the managing underwriter, which shall be imposed pro rata among the holders of such underwritten offering, Registrable Securities on the investment banker or bankers basis of the number of Registrable Securities owned by each such holder and manager or managers that will administer subject to the offering will be selected by, and the underwriting arrangements other provisions of this Agreement) all Registrable Securities with respect thereto will to which the Company has received written requests for inclusion therein within ten (10) business days after the receipt of the Company's notice, (ii) the Company shall have the right to select the managing underwriter, subject to the approval (which may not be approved by unreasonably withheld or denied) of 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 Company and (iiiii) the Company shall promptly amend the Shelf Registration Statement to include any information reasonably requested to be included therein by the underwriters or holders of Registrable Securities. Holders of Registrable Securities may request an underwritten offering pursuant to this Section 1(b) on not more than four occasions in the aggregate (provided that no more than two requests may be made in any one calendar year and a minimum of 90 days must elapse between the making of any such requests) and the minimum amount of any such underwritten offering shall be $4,000,000, it being understood that (x) the foregoing limitations applicable to underwritten offerings shall not be obligated deemed to arrange limit the obligations of the Company under Section 1(a) to keep the Shelf Registration Statement effective for more than one the time period specified therein for use in connection with non-underwritten offerings and (y) the holders of Registrable Securities requesting such underwritten offering during will be entitled to withdraw such request (such withdrawal to be effective only if (A) made within 40 days of the Effectiveness Period. No Holder may participate in any underwritten offering Company's delivery of the notice to holders contemplated hereby unless such Holder by clause (ai) agrees of this Section 1(b), (B) made upon the failure to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 2050% of the outstanding Registrable Securities are requested to be included in such underwritten offering or (C) made upon the failure to sell at least 75% of the Registrable Securities requested to be included in such underwritten offering. The Holders participating , provided that, notwithstanding anything in any this Agreement to the contrary, the holders requesting such underwritten offering will bear any Registration Expenses arising prior to such withdrawal under this clause (C)) and such withdrawn request will not count as one of the four permitted underwritten offerings under this Section 1(b). Any underwritten offering with respect to any securities covered by the Shelf Registration Statement other than an underwritten offering of the type described in this Section 1(b) shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel subject to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions 2 of this Section:Agreement.

Underwritten Offering. The Holders who desire If a requested registration pursuant to do so may sell Registrable Securities in this Section 3 involves an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such offering; providedunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, however, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental "piggy back" registration rights to include such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to securities on the Company and registration statement, (ii) second, securities held by any other Persons (other than the Company Holders) having contractual, incidental "piggy back" rights to include such securities in the registration statement, (iii) third, Registrable Securities of Holders who did not make the original request for registration and (iv) fourth, Registrable Securities of Holders who requested such registration. If there is a reduction of the number of Registrable Securities pursuant to clauses (iii) or (iv), such reduction shall be made on a pro rata basis (based upon the respective holdings of Registrable Securities held by such Holders). With respect to a request for registration pursuant to this Section 3 which is for an underwritten public offering, the managing underwriter shall be chosen by a majority-in-interest of the Holders requesting such registration subject to the approval of the Company, which approval will not be obligated to arrange for more than one underwritten offering during unreasonably withheld. If the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's managing underwriter has not limited the number of Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and or other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall securities to be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringunderwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Company managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration and underwriting will not thereby be limited.

Underwritten Offering. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The Holders who desire right of any Holder to do so may sell include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in writing that 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 underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bypursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting arrangements with respect thereto will shall be approved by allocated among all participating Holders, including the Holders Initiating Holders, in proportion (rounded to the nearest 100 shares) to the amount of a majority Registrable Securities of the Company then owned by each Holder; provided, however, that the number of shares of 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 Company and (ii) the Company shall not be obligated to arrange reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, for more than one underwritten offering during any participating Holder that is a partnership, limited liability company or corporation, the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell partners, retired partners, members, retired members and stockholders of such Holder's Registrable Securities in accordance with , or the estates and family members of any approved underwriting arrangementssuch partners, (b) completes members, retired partners or retired members and executes all reasonable questionnaires, powers any trusts for the benefit of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% any of the outstanding Registrable Securities are foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons included in such underwritten offering. The Holders participating “selling stockholder,” as defined in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of 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 will be approved by the Holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Schedule but subject to Section 11, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Registrable Securities and underwriting arrangements must are held by any other Person who is not a Holder, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be reasonably satisfactory excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of excluded or withdrawn from such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least 25% of the Securities sold pursuant to the Subscription 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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 and (c) at least 20% 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) hereof within a reasonable amount of the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(l) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:Delay Conditions exist.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 $30 million aggregate principal amount of 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities prompt written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire If any offering pursuant to do so may sell Registrable Securities in a Registration Statement pursuant to Section 2(a) hereof involves an underwritten offering. In any such underwritten offering, the investors acting by majority in interest of the Registrable Securities subject to such underwritten offering shall have the right to select one legal counsel to represent their interests. The Company shall have the exclusive right to select an investment banker or bankers and manager or managers that will to administer the offering will offering, which investment banker or bankers or manager or managers shall be selected by, and reasonably satisfactory to the underwriting arrangements with respect thereto will be approved by the Holders of a majority of Investors. The Investors who hold 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 Company 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes pay 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) at least 20% of the outstanding Registrable Securities are included in 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 other fees and expenses of counsel such investment banker or bankers and manager or managers so selected in accordance with the Section 2(b) (other than fees and expenses relating to the selling securityholders and shall reimburse registration of Registrable Securities under federal or state securities laws, which are payable by the Company for pursuant to Section 5 hereof) with respect to their Registrable Securities and the fees and disbursements expenses of their counselsuch legal counsel so selected by the Investors. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "Required Effective Date") (except as provided by the last sentence of section 2a), their independent public accountants then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to one (1 %) percent of the purchase price paid by the Initial Investor for all Preferred Stock then purchased and outstanding pursuant tothe Securities Purchase Agreement for any printing expenses incurred period from the Required Effective Date to the first Computation Date, and three (3 %) percent to each Computation Date thereafter, until the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in connection with such underwritten offeringsimmediately available funds within three business days after each Computation Date. Notwithstanding the foregoing or foregoing, the provisions amounts payable shall not be payable to the extent any delay in the effectiveness of Section 6(a) hereofthe Registration Statement occurs because of an act of, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority failure to act or to act timely by the Initial Investor or its counsel, or in the event all of the Registrable Securities outstanding may be sold pursuant to prepare and file an amendment or supplement to the Shelf Rule 144 Closing Date, a Registration Statement with respect to not less than the number of Registrable Securities provided in Section 2(a), above, and Prospectus thereafter use its best efforts to cause each Registration Statement relating to Registrable Securities to become effective ninety (90) days after the Closing Date, and keep the Registration Statement effective at all times until the earliest (the "Registration Period") of (i) the date that is three years after the Closing Date (ii) the date when the Investors may sell all Registrable Securities under Rule 144 or (iii) the date the Investors no longer own any of the Registrable Securities, which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in connection with an underwritten offeringlight of the circumstances in which they were made, the Company may delay the filing of any such amendment or supplement for up to 90 days if the Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:not misleading;

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in In connection with any offering involving an underwritten offering. In any such underwritten offeringunderwriting of shares of the Company’s capital stock, the investment banker Company shall not be required under Section 2.2(a) to include any of the Holders’ securities in such offering unless they agree to participate in such underwriting as agreed upon between the Company and the underwriters selected by it or bankers by other persons entitled to select the underwriters, and manager or managers that then only in such quantity as the underwriters determine in their sole discretion will administer not jeopardize the success of the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a majority of Company; provided, however, that, except in the Company’s IPO in which case the underwriters may exclude all shares to be sold by the Holders, the Registrable Securities (excluding Founders’ Stock) shall not be reduced to less than 20% of the aggregate shares offered. Subject to the preceding sentence, if the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering; providedoffering exceeds the amount of securities sold, howeverother than by the Company, that (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be obligated apportioned pro rata (to arrange for more than one underwritten offering during the Effectiveness Period. No Holder may participate nearest 100 shares) among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in any underwritten offering contemplated hereby unless such Holder (a) agrees other proportions as shall mutually be agreed to sell by such Holder's Registrable Securities in accordance selling stockholders, with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are Founders’ Stock to be included in such underwritten offering. The Holders participating in any underwritten offering shall to be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel reduced prior to the selling securityholders and shall reimburse reduction to the Company for the fees and disbursements number of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringsRegistrable Securities held by any Holder that is not a Founder). Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of If the Registrable Securities outstanding requested by the selling stockholders to prepare and file an amendment be included in such offering are so limited, no party shall sell shares in such registration other than the Company. For purposes of the preceding apportionment, for any participating Holder that is a partnership, limited liability company or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringcorporation, the Company may delay partners, retired partners, members, retired members and stockholders of such Holder, or the filing estates and family members of any such amendment partners, members, retired partners or supplement members and any trusts for up the benefit of any of the foregoing Persons shall be deemed to 90 days if be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the Company aggregate amount of shares carrying registration rights owned by all Persons included in good faith has a valid business reason for such delay. The Company shall “selling stockholder,” as defined in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 25% 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 15 under the terms of such approved underwriting arrangements arrangements, and (c) at least 20% 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)(2) hereof within a reasonable amount of the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least 50% of the Securities sold pursuant to the Securities Purchase 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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) hereof within a reasonable amount of the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a 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. The Holders who desire to do so may sell Registrable Securities in In connection with any offering involving an underwritten offering. In any such underwritten offeringunderwriting of shares of the Corporation's capital stock, the investment banker Corporation shall not be required under Section 1.3(a) to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it (or bankers by other persons entitled to select the underwriters), and manager or managers that then only in such quantity as the underwriters determine in their sole discretion will administer not jeopardize the success of the offering by the Corporation or would result in a substantial risk that the price per share will be selected byreduced. If the total amount of securities, and including Registrable Securities, requested by shareholders to be included in such offering exceeds the underwriting arrangements amount of securities sold other than by the Corporation that the underwriters determine in their sole discretion is compatible with respect thereto the success of the offering or would result in a substantial risk that the price per share will be approved by reduced, then the Holders Corporation shall be required to include in the offering only that number of a majority such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned first to the Corporation and then pro rata (to the nearest 100 shares) among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders). The number of Registrable Securities to be included in such offering; provided, however, that (i) such investment bankers and managers and an underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company under this Section 1.3 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 reduced unless such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% securities held by shareholders of the outstanding Corporation other than Registrable Securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, for any participating Holder that is a partnership, limited liability Corporation or corporation, the partners, retired partners, members, retired members and shareholders of such Holder, or the estates and family members of any such partners, members, retired partners or members and any trusts for the benefit of any of the foregoing persons shall 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 such underwritten offering. The Holders participating "selling shareholder," as defined in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a requested registration under this Section 3 involves an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such offering; providedunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, however, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to securities in the Company and registration statement, (ii) second, securities held by any other Persons (other than the Company shall not be obligated Holders) having contractual, incidental “piggyback” rights to arrange for more than one underwritten offering during include such securities in the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder registration statement and (aiii) agrees to sell such Holder's third, Registrable Securities sought to be included in accordance with any approved underwriting arrangementssuch registration. If there is a reduction of the number of Registrable Securities pursuant to clause (iii), such reduction shall be made on a pro rata basis (based upon the respective holdings of Registrable Securities held by such Holders). With respect to a request for registration pursuant to Section 3(a) or (b) completes and executes all reasonable questionnaireswhich is for an underwritten public offering, powers of attorney, indemnities, underwriting agreements, lockthe managing underwriter shall be chosen by a majority-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% in-interest of the outstanding Holders requesting such registration subject to the approval of the Company, which approval will not be unreasonably withheld. If the managing underwriter has not limited the number of Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall or other securities to be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringunderwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Company managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration and underwriting will not thereby be limited.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire 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 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 effect more than one underwritten offering pursuant to this Agreement. Upon receipt of such a request, the Company shall provide all holders of Registrable Securities written notice of the request, which notice shall inform such holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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 20% 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) hereof within a reasonable amount of time before the outstanding Registrable Securities are included in commencement of such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all reasonable expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements disburse­ments of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $15,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. The Holders who desire If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall include such information in the notice given pursuant to do so may sell Registrable Securities in an underwritten offeringSection 1.2. In any such underwritten offeringevent, the investment banker or bankers right of each Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder agreeing to participate in such underwriting and manager or managers that will administer upon the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a majority inclusion of the Registrable Securities in the underwriting to the extent provided herein. Each Holder electing to include its Registrable Securities in such registration shall (together with the Company and other participating shareholders) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 1.6, if the underwriter shall, in good faith, advise the Company in writing that the offering contemplated thereby will be materially adversely affected by the inclusion of Registrable Securities, then the Company shall so advise such Holder and the other participating shareholders, and the number of shares of Registrable Securities and Common Stock (collectively, "Underwritten Securities") that may be included in such offering; provided, however, that (i) such investment bankers and managers the registration and underwriting arrangements must shall be reasonably satisfactory allocated first to the Company, if it is participating in such registration and underwriting, second, pro rata among such Holders and other parties have registration rights previously granted by the Company, and, third, pro rata among the other participating shareholders, if any, in each case in proportion, as nearly as practicable, to the respective amounts of Underwritten Securities held by such Holder and participating shareholders at the time of filing the Registration Statement. The Company may only exercise this right once within any twelve-month period without the consent of the Required Majority. If such Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Periodunderwriter. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's The Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering so withdrawn shall also be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 two underwritten offerings during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a requested registration involves an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such registration and such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental "piggy back" registration rights to include such securities on the registration statement, (ii) second, securities held by any other Persons (other than the Holders) having contractual, incidental "piggy back" rights to include such securities in the registration statement pursuant to an Agreement which is not this agreement, (iii) third, Registrable Securities held by the Stockholders (based upon the respective holdings of securities by such Stockholders), (iv) fourth, Registrable Securities of Investors who did not make the original request for registration (based upon the respective holdings of securities by such Investors), and (v) fifth, Registrable Securities of Investors who requested such registration (based on the respective holdings of securities by all such Investors). With respect to a request for registration pursuant to Section 3(a), (b), (c), (d), (e), (f), (g), (h), (i) or (j) which is for an underwritten public offering, the managing underwriter shall be chosen by the Company and shall be reasonably acceptable to the requesting Investors. If the managing underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited; provided, however, that (i) the number of shares of Registrable Securities of the Investors to be included in such investment bankers underwriting and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company registration 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 reduced unless such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% securities of the outstanding Registrable Securities Company are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request first entirely excluded from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding to prepare underwriting 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $10,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 fees. The Company shall pay all expenses of counsel customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants accountants, the reasonable fees and disbursements of not more than one counsel chosen by the holders of a majority in interest of the Registrable Securities for whose benefit the underwritten offering is undertaken and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 has that the Company is in possession of material non-public information the disclosure of which would have a valid business reason for material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole and it is in the best interests of the Company to delay such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:filing.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $10,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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)(2) hereof within a reasonable amount of the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions Board of this Section:Directors of

Underwritten Offering. The Electing Holders who desire to do so may sell Registrable Securities in an underwritten offering. 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 will be approved by the 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 Company 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a 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. The Holders Subject to any registration obligations outstanding prior to the date hereof, any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $27,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) that the Company shall not be obligated required to arrange for or participate in more than one two underwritten offering offerings during the Effectiveness Period. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% if such holder is not then 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of in connection with a request from the Managing Underwriter or a representative of a Majority of Holders of a majority of to be included in an underwritten offering for the Registrable Securities outstanding Company 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 $33,000,000 aggregate principal amount of 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire If a requested registration pursuant to do so may sell Registrable Securities in this Section 3 involves an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such offeringunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to securities on the Company and registration statement, (ii) second, securities held by any Persons (other than the Company shall Holders) having contractual, incidental “piggyback” rights to include such securities in the registration statement pursuant to an agreement which is 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangementsthis Agreement, (biii) completes and executes all reasonable questionnairesthird, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall securities to be responsible for any expenses customarily borne registered by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for its own account and (iv) fourth, Registrable Securities sought to be included by the fees and disbursements Holders. If there is a reduction of their counselthe number of Registrable Securities pursuant to clause (iv), their independent public accountants and any printing expenses incurred in connection with such underwritten offeringsreduction shall be made on a pro rata basis (based upon the relative number of Registrable Securities held by Holders requesting inclusion pursuant to this Section 3). Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of With respect to a request from for registration pursuant to this Section 3 which is for an underwritten public offering, the Managing Underwriter or managing underwriter shall be chosen by a representative of Holders of a majority majority-in-interest of the Holders requesting such registration, subject to the approval of the Company, which approval will not be unreasonably withheld. If the managing underwriter has not limited the number of Registrable Securities outstanding or other securities to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringbe underwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Company managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. If requested in good faith has by the managing underwriter, the Holders agree not to offer, sell, pledge, transfer or otherwise dispose of any Common Stock not registered under the Securities Act for a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with period not to exceed ninety (90) days following the provisions effective date of this Section:the registration statement filed by the Company.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a requested registration involves an --------------------- underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such offering; providedunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, however, provided that the shares to be excluded shall be determined in the following sequence: (i) such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and first, securities held by any Persons not having any contractual, incidental "piggyback" fights, (ii) second, securities held by any other Persons (other than the Company Holders) having contractual, incidental "piggy back" rights, (iii) third, Registrable Securities of Holders who did not make the original request for registration and (iv) fourth, Registrable Securities of Holders who requested such registration. If there is a reduction of the number of Registrable Securities pursuant to clauses (iii) or (iv) such reduction shall not be obligated to arrange for more than one underwritten offering during made on a pro rata basis (based upon the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell aggregate number of shares of Registrable Securities held by each such Holder's Registrable Securities in accordance with any approved underwriting arrangements, ). With respect to a request for registration pursuant to Section 4.2(a) or (b) completes and executes all reasonable questionnaireswhich is for an underwritten public offering, powers the managing underwriter shall be chosen by the Board of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% Directors of the outstanding Company, subject to the consent of a majority-in-interest of the Holders of Registrable Securities are included in requesting such underwritten offeringregistration, which consent will not be unreasonably withheld. 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 expenses If the managing underwriter has not limited the number of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding or other securities to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringbe underwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Company managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration and underwriting will not thereby be limited.

Underwritten Offering. The Holders who desire If a requested registration pursuant to do so may sell Registrable Securities in Section 3(a) involves an underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the public offering will be selected by, and the underwriting arrangements with respect thereto will managing underwriter of such offering determines in good faith that the number of securities sought to be approved by offered should be limited due to market conditions, then the Holders number of a majority of the Registrable Securities securities to be included in such offeringunderwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental “piggyback” registration rights to include such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to securities in the Company and registration statement, (ii) second, securities held by any Persons (other than the Company shall Holders) having contractual, incidental “piggyback” rights to include such securities in the registration statement pursuant to an agreement which is 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangementsthis Agreement, (biii) completes and executes all reasonable questionnairesthird, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall securities to be responsible for any expenses customarily borne registered by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for its own account and (iv) fourth, Registrable Securities sought to be included by the fees and disbursements Holders. If there is a reduction of their counselthe number of Registrable Securities pursuant to clause (iv), their independent public accountants and any printing expenses incurred such reduction shall be made on a pro rata basis (based upon the relative number of Registrable Securities held by the Holders requesting inclusion in connection with such underwritten offeringsregistration statement). Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of With respect to a request from for registration pursuant to this Section 3 which is for an underwritten public offering, the Managing Underwriter or managing underwriter shall be chosen by a representative of Holders of a majority majority-in-interest of the Holders requesting such registration, subject to the approval of the Company, which approval will not be unreasonably withheld. If the managing underwriter has not limited the number of Registrable Securities outstanding or other securities to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten offeringbe underwritten, the Company may delay the filing of any include securities for its own account in such amendment or supplement for up to 90 days registration if the Company managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. If requested in good faith has by the managing underwriter, the Holders agree not to offer, sell, pledge, transfer or otherwise dispose of any Common Shares not registered under the Securities Act for a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with period not to exceed ninety (90) days following the provisions effective date of this Section:the registration statement filed by the Company.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Investor. In any such underwritten offeringevent, 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 will be approved by the Holders of a majority right of the Investor’s Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon the Investor’s participation in such underwritten offering and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Schedule but subject to Section 9 of this Schedule, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to the Investor, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Registrable Securities and underwriting arrangements must are held by any other Person who is not the Investor, including, without limitation, any Person who is an employee, officer or director of any Group Company shall first be reasonably satisfactory excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of excluded or withdrawn from such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may, with the Company's prior written consent, which consent may be withheld by the Company in its sole discretion, sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the offering relates to at least 50% of the Securities sold pursuant to the Subscription 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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) hereof within a reasonable amount of the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(l) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:Delay Conditions exist.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If the Shelf Registration Statement is for an underwritten offering. 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 will be approved by Company shall so advise the Holders of a majority of the Registrable Securities Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Article 1 shall be conditioned upon such offering; provided, however, that (i) Holder's participation in such investment bankers underwriting and managers and underwriting arrangements must be reasonably satisfactory to the Company 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) agrees to sell inclusion of such Holder's Registrable Securities in accordance the underwriting to the extent provided herein. All 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 Company. Notwithstanding any approved other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting arrangementsshall be allocated: first, to the Company; second, to the Holders on a PRO RATA basis based on the number of Registrable Securities requested by each Holder to be included in such underwriting; and third, to any shareholder of the Company (bother than a Holder) completes and executes all reasonable questionnaires, powers on a PRO RATA basis. No such reduction shall reduce the amount of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under securities proposed by the Holders to be so included in the registration below twenty percent (20%) of the total amount of securities included in such registration. If any Holder disapproves of the terms of any such approved underwriting arrangements underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and (c) the underwriter delivered at least 20% ten (10) business days prior to the effective date of the outstanding Shelf Registration Statement. Any Registrable Securities are excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company, or corporation, the partners, retired partners, members, former members, and shareholders of such Holder, or the estates and family members of any such individuals and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "Holder," and any PRO RATA reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such underwritten offering. The Holders participating "Holder," as defined in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of 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 will be approved by the Holders of a majority of the Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 5.2, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Registrable Securities requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Registrable Securities and underwriting arrangements must are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be reasonably satisfactory excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodny-2525349 registration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of excluded or withdrawn from such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 two underwritten offerings during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% if such Holder is not then an Electing Holder, such Xxxxxx returns a completed and signed Selling Stockholder Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within a reasonable amount of the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire --------------------- 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 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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)(2) hereof within a reasonable amount of the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders who desire (a) If the registration under the any of the registration statement referenced in paragraph 1, 2 or 3 of this Annex A is for a registered public offering that is to do be made by an underwriting, the Company shall so may sell advise the Purchasers as part of the Registration Rights Notice. In that Annex A to Subscription Agreement event, the right of the Purchasers to such registration shall be conditioned upon its participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. If the Purchasers propose to sell any of its Registrable Securities through such underwriting, it shall (together with the Company and any other shareholders of the Company selling their Securities through such underwriting) enter into an underwritten offeringunderwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company or such other selling shareholders, as applicable. In Notwithstanding any such underwritten offeringother provision of this paragraph 4(b), if the underwriter(s) or the Company determines that marketing factors require a limitation on the number of Securities to be underwritten, the investment banker underwriter(s) may exclude some or bankers all Registrable Securities from such registration and manager underwriting. The Company shall so advise the Purchasers, unless the Purchasers have failed to include their Registrable Securities through such underwriting or managers that will administer has indicated to the offering will be selected byCompany its decision not to do so, and the underwriting arrangements with respect thereto will be approved by Company shall indicate to the Holders of a majority Purchasers the number of the Registrable Securities that may be included in the registration and underwriting, if any. The number of Securities to be included in such offering; provided, however, that (i) such investment bankers and managers registration and underwriting arrangements must shall be reasonably satisfactory allocated first to the Company 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% each of the outstanding Registrable Securities are included Holders (as defined in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(aShareholders Agreement) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions terms of this Section:the Shareholders Agreement; second, to the investors in the Private Placements (including the Purchasers) demanding registration of, or requesting inclusion of, their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such investor; and third, to other holders of Registrable Securities, if any. For the avoidance of doubt, the right of the underwriter(s) to exclude shares (including the Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are held by any employee, officer or director of the Company or any Subsidiary thereof shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded unless otherwise approved by the holders of the majority of Registrable Securities (as defined in the investors’ respective subscription agreement in connection with the Private Placements).

Underwritten Offering. The Holders who desire RBSG shall have the right to do request that the Company cooperate and, if so may sell Registrable Securities in an underwritten offering. In any such underwritten offeringrequested, the investment banker or bankers Company shall use its reasonable best efforts to cooperate, in one Underwritten Offering (including taking the actions set forth in Section 2.05) at any time between March 1, 2016 and manager or managers that will administer June 15, 2016 and one Underwritten Offering (including taking the offering will be selected byactions set forth in Section 2.05) at any time between August 1, 2016 and the underwriting arrangements with respect thereto will termination of this Agreement (as such periods may be approved by extended pursuant to Section 2.04, the Holders “Underwritten Offering Periods”), subject to the blackouts described in Section 2.04 and the extensions of such period as a majority result of the Registrable Securities blackouts described in Section 2.04. The Company shall include in such Underwritten Offering all Retained Notes that that RBSG requests to be included in such offeringTakedown Notice; provided, however, provided that the Retained Notes requested to be included in such Underwritten Offering must represent (i) an aggregate offering price of Retained Notes that is reasonably be expected to equal at least $100,000,000 or (ii) all of the remaining Retained Notes owned by RBSG. In the event of an Underwritten Offering pursuant to this Section 2.02, RBSG shall select the underwriters; provided that each of such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to underwriters shall have been an underwriter on a previous Registered offering of securities of the Company and (ii) the Company such underwriters shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Periodengage Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP as underwriters’ counsel. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Registrable Securities in accordance RBSG shall consult with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for the selection of such delayunderwriters by RBSG. The All Shelf Takedowns shall comply with applicable requirements of the Securities Act and the Prospectus Supplement filed or otherwise furnished by the Company shall in connection with an underwritten offering therewith shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the provisions of this Section:circumstances under which they were made, not misleading.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire 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_% 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 holders of Registrable Securities written notice of the request, which notice shall inform such holders that they have the opportunity to participate in the offering. 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 selected by the 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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 20% 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)(2) hereof within a reasonable amount of the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(m) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $10,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% if such holder is not then an 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. (a) The Holders of Registrable Securities covered by the Shelf Registration Statement who desire to do so may sell such Registrable Securities in an underwritten offeringoffering in accordance with the conditions 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 will be approved by by, the 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 Company and the Trust and (ii) neither the Company nor the Trust 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 (i) such Holder (a) agrees to sell such Holder's Registrable Securities 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 and (ciii) at least 2030% of the outstanding Registrable Securities outstanding as of the Closing Time are included in 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 commissions, fees and expenses of counsel to the selling securityholders and transfer taxes, if any, and shall reimburse the Trust and the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a) hereofforegoing, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a 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. The Holders who desire to do so may sell Registrable Securities in If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Investor. In any such underwritten offeringevent, 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 will be approved by the Holders of a majority right of the Investor’s Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon the Investor’s participation in such underwritten offering and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Schedule but subject to Section 9 of this Schedule, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to the Investor, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such investment bankers registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable ​ ​ ​ Securities, on a pro rata basis, for which inclusion has been requested; and managers (ii) all Ordinary Shares that are not Registrable Securities and underwriting arrangements must are held by any other Person who is not the Investor, including, without limitation, any Person who is an employee, officer or director of any Group Company shall first be reasonably satisfactory excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (ii10) Business Days prior to the Company shall not be obligated to arrange for more than one underwritten offering during effective date of the Effectiveness Periodregistration statement. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Any Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of excluded or withdrawn from such approved underwriting arrangements and (c) at least 20% of the outstanding Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts excluded and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request withdrawn from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:registration.

Underwritten Offering. The Holders who desire to do so may sell Holder must, unless otherwise agreed by the Company and the Holder, distribute the Registrable Securities covered by the Holder's request by means of an underwriting. If applicable, the Holder (and the Company pursuant to Section 5(a) hereof) shall enter into an agreement in customary form with an underwritten offeringunderwriter or underwriters selected for such underwriting by the Company; provided, however, that the underwriter(s) must be reasonably acceptable to Holder. 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 that can be sold in such offering without adversely affecting the market for the Common Shares, the Company will include in such registration, prior to inclusion of any securities which are not Registrable Securities or shares of other capital stock of the Company upon which registration rights have been granted by the Company ("Other Securities"), the number of Registrable Securities and Other Securities that in the opinion of such managing underwriters can be sold without adversely affecting the market for the Common Shares. In any such underwritten offeringevent, the investment banker or bankers number of Registrable Securities and manager or managers that will administer Other Securities, if any, to be offered for the offering will accounts of each Holder (including the Holder making the Demand Registration) and the holders of Other Securities shall be selected byreduced by reducing to the extent necessary, first, the number of Other Securities requested by other holders, and second, the underwriting arrangements with respect thereto will number of Registrable Securities held by Holders other than the Holder making the Demand Registration, to be approved included in such registration, and then, if and only if and to the extent necessary, by reducing the number of Registrable Securities requested by the Holders Holder making the Demand Registration to be included in such registration, to the extent necessary to reduce the total number of a majority of the Registrable Securities and Other Securities to be included in such offeringoffering to the number recommended by such managing underwriter or underwriters; provided, however, that (i) if the reduced number of Registrable Securities that is included on behalf of such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the Company and (ii) the Company Holder represents less than 50% of such Holder's total number of Registrable Securities, such Holder shall not be obligated excluded from such offering pursuant 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 (aSection 2(a) agrees to sell hereof, and such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are included participation in such underwritten offering. The Holders participating in any underwritten offering shall be responsible not constitute a request for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel registration pursuant to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing Section 2(a) hereof or the provisions initiation of a registration pursuant to Section 6(a2(d) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a 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. If the Initiating Purchasers intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). The Holders who desire underwriter shall be selected by the Company. The right of any Purchaser to do so may sell include its Registrable Securities in such registration shall be conditioned upon such Purchaser’s participation in such underwriting. All Purchasers proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company and the Initiating Purchasers in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Purchasers of Registrable Securities which would otherwise be underwritten offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected bypursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting arrangements with respect thereto will shall be approved by allocated among all participating Purchasers, including the Holders Initiating Purchasers, in proportion (rounded to the nearest 100 shares) to the amount of a majority Registrable Securities of the Company then owned by each participating Purchaser; provided, however, that the number of shares of 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 Company and (ii) the Company shall not be obligated to arrange reduced unless all other securities are first entirely excluded from the underwriting. For purposes of the preceding apportionment, for more than one underwritten offering during any participating Purchaser that is a partnership, limited liability company or corporation, the Effectiveness Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangementspartners, (b) completes retired partners, members, retired members and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms shareholders of such approved underwriting arrangements Purchaser, or the estates and (c) at least 20% family members of any such partners, members, retired partners or retired members and any trusts for the benefit of any of the outstanding Registrable Securities are foregoing Persons shall 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 such underwritten offering. The Holders participating “selling shareholder,” as defined in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:sentence.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 two underwritten offerings during the Effectiveness Period. Upon receipt of such a request, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. 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 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.

Underwritten Offering. The If the registration of which the Company gives notice under Section 4(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders who desire as a part of the written notice given pursuant to do so may sell Registrable Securities in an underwritten offeringSection 4(a)(i). In any such underwritten offeringevent, the investment banker or bankers and manager or managers that will administer the offering will right of any Holder to registration pursuant to this Section 4 shall be selected by, conditioned upon such Holder s participation in such underwriting and the inclusion of such Holder s Registrable Shares in the underwriting arrangements to the extent provided herein. All Holders proposing to distribute their securities through the underwriting shall (together with respect thereto will be approved the 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 underwriter(s) selected by the Holders Company. Notwithstanding any other provision of a majority 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 (subject to the limitations set forth below) limit the number of Registrable Securities Shares to be included in such offeringthe registration and underwriting; provided, however, provided that (i) such investment bankers and managers and underwriting arrangements must the value of the included Registrable Shares shall be reasonably satisfactory to the Company 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) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) 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) at least 20% of the outstanding Registrable Securities are total value of the securities included in 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delayregistration. The Company shall so advise all Holders requesting to participate in connection with an underwritten offering 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 all Holders who have requested inclusion in the registration in proportion, 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 the 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 provisions above provisions, the Company or the representative of underwriter(s) may 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, 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 failure to agree to its terms and the number of shares of Registrable Shares to be included in the underwriting was previously reduced as a result of marketing factors pursuant to this Section:Section 4(b), then, with the permission of the representative of the underwriter(s) the Company shall offer to all Holders who have retained rights to include Registrable Shares in the underwriting the right to include additional Registrable Shares in an aggregate amount equal to the number of shares so excluded. The registration of such additional 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. The If a Demand Registration pursuant to this Section 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders who desire as part of the notice given pursuant to do so may sell Registrable Securities in an underwritten offeringSection 3(a). In any such underwritten offeringevent, the investment banker or bankers and manager or managers that will administer right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder s participation in the offering will be selected byunderwriting arrangements required by this Section 3(e), and the inclusion of such Holders Registrable Shares in the underwriting arrangements to the extent requested shall be limited as provided below. The Company shall (together with respect thereto will be approved all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter(s) selected for such underwriting by the Holders of who hold a majority of the Registrable Securities Shares held by all the Holders with respect to that underwriting, provided that the underwriter(s) shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3, if the representative of the underwriter(s) advises the Company and the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) limit the number of Registrable Shares and other securities to be included in the underwriting. The Company shall so advise all participating Holders and the number of shares that may be included in the registration and underwriting shall be allocated: first to the Registrable Shares, with the allocation among Registrable Shares held by Holders who have requested inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Shares held by such offeringHolders and properly requested to be included at the time of filing the registration statement; providedsecond, howeverto shares being sold for the account of the Company; and then, to shares being sold for the account of other Persons. Any Registrable Shares so excluded from the underwriting by reason of the representative s marketing limitation shall be withdrawn from such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the representative of the underwriter(s) may round the number of registered shares allocated to any Holder or other shareholder to the nearest 100 shares. If a Holder who has requested inclusion in an underwritten Demand Registration as provided above does not agree to the terms of the underwriting, that (i) such investment bankers and managers and Holder s shares may be excluded from the underwriting arrangements must be reasonably satisfactory to by written notice from the Company or the representative of the underwriter(s) and (iithe shares so excluded shall be withdrawn from the registration. If shares are so excluded from the underwriting because of a failure to agree to its terms and the number of Registrable Shares to be included in the underwriting was previously reduced as a result of marketing factors pursuant to this Section 3(e), then, with the permission of the representative of the underwriter(s) the Company shall not be obligated offer to arrange for more than one underwritten offering during all Holders who have retained rights to include Registrable Shares in the Effectiveness Periodunderwriting the right to include additional Registrable Shares in an aggregate amount equal to the number of shares so excluded. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved underwriting arrangements, (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms The registration of such approved underwriting arrangements and (c) at least 20% of the outstanding additional Registrable Securities are included in such underwritten offering. The Holders participating in any underwritten offering Shares shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to allocated among the selling securityholders and shall reimburse Holders requesting the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offerings. Notwithstanding the foregoing or the provisions of Section 6(a) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a valid business reason for such delay. The Company shall in connection with an underwritten offering additional inclusion pro rata in accordance with the provisions numbers of this Section:their Registrable Shares which are otherwise to be included in the registration.

Underwritten Offering. The Holders of Securities covered by the Shelf Registration Statement who desire to do so may sell Registrable such Securities in an underwritten offering. 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 will be approved by by, the 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 Company and the Trust and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness Shelf Registration Period. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (a) agrees to sell such Holder's Registrable Securities in accordance with any approved xxx xpproved underwriting arrangementsarraxxxxxxts, (b) 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 arrangements, (c) at least 2030% of the outstanding Registrable Securities are included in such underwritten offering, and (d) if such Holder is not then an Electing Holder, such Holder provides the Company and the Trust with such information as they shall reasonably request in order to enable the Company and the Trust to comply with 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 expenses of counsel to the selling securityholders and shall reimburse the Company for the fees and disbursements of their counsel, their independent public accountants and any printing expenses incurred in connection with such underwritten offeringssecurityholders. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities 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 Company in good faith has a 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. The Holders Any holder of Registrable Securities who desire desires to do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided, however, the Company shall not be required to facilitate an underwritten offering pursuant to the Shelf Registration Statement by any holders unless the offering relates to at least $20,000,000 principal amount of Securities or the equivalent 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 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder holder may participate in any underwritten offering contemplated hereby unless such Holder (a) such 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 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) at least 20% 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 the outstanding Registrable Securities are included in time before such underwritten offering. The Holders 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders holders of a majority of the Registrable Securities outstanding 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 Company is in good faith has possession of material non-public information the disclosure of which would have a valid business reason for such delay. The material adverse effect on the business, operations, prospects, condition (financial or otherwise) of the Company shall in connection with an underwritten offering in accordance with the provisions of this Section:and its subsidiaries, taken as a whole.

Underwritten Offering. The Holders Any Holder of Registrable Securities who desire 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 Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the offering. 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 Company and (ii) the Company shall not be obligated to arrange for more than one underwritten offering during the Effectiveness PeriodCompany. No Holder may participate in any underwritten offering contemplated hereby unless such Holder (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 arrangements, and (c) at least 20% 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 the outstanding Registrable Securities are included in 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 and, subject to Section 4 hereof, expenses of counsel their own counsel. The Company shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to the selling securityholders and shall reimburse the Company for filing fees, the fees and disbursements of their counsel, their its counsel and independent public accountants and any printing expenses incurred in connection with such underwritten offeringsoffering. Notwithstanding the foregoing or the provisions of Section 6(a3(n) hereof, upon receipt of a request from the Managing Underwriter or a representative of Holders of a majority of the Registrable Securities outstanding 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 valid bona fide business reason for such delay. The Company shall in connection with an underwritten offering in accordance with the provisions of this Section:.