Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuers and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its Issuers give their prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuers, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder to approve such arrangements and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder The Holders shall be entitled to request an underwritten offering or a block trade (i) in connection with a Demand Registration, subject to the terms and conditions of this Section 2 or (ii) at any time that a Shelf Registration Statement covering Registrable Securities hereby agrees is effective (a “Shelf Underwritten Offering”). The Company shall as promptly as reasonably practicable (and in any event within twenty (20) days) amend or supplement any Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering and otherwise use its commercially reasonable efforts to facilitate such Shelf Underwritten Offering, provided that, in the case of any Shelf Underwritten Offering, the Holders agree to consult in good faith with the chief executive officer and/or chief financial officer of the Company regarding the Company’s involvement in such Shelf Underwritten Offering and each other agree to consider in good faith any reasonable suggestions or comments provided on a timely basis by such holder that no holder officer(s) with regard to the Company’s involvement in such Shelf Underwritten Offering to such Holders, the managing underwriters, or their respective counsel. For the avoidance of doubt, a Shelf Underwritten Offering constitutes a Demand Registration with respect to the applicable Holder. If any of the Registrable Securities may participate are to be sold in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such an underwritten offering, (b) the Holders of a majority of the securities to be included in such offering shall select the managing underwriter or underwriters thereof (which shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the board of directors of the Company, (c) each holder of Registrable Securities participating in to administer any such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersoffering.

Underwritten Offerings. Each If the Company at any time proposes to register any of its securities under the Securities Act, as contemplated by Section 8 hereof, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Option Securities as provided in Section 8.1 and subject to the provisions of this Section 8.4, arrange for such underwriters to include all of the Option Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. In the event that the managing underwriter of Registrable Securities hereby agrees with any underwritten offering informs the Company and each other the Holder or Holders of Option Securities requesting the inclusion of their securities in such holder offering in writing of its belief that no holder the number of Registrable Securities may participate securities requested to be sold in any underwritten such offering hereunder unless (a) exceeds the number which can be sold in such offering, then the Company gives will include in such offering only securities proposed to be sold by Company for its prior written consent own account and decrease the number of Option Securities so proposed to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities sold and requested to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, offering (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities pro rata on the basis provided of the percentage of the securities, by number of shares, of the Company requested to be included in any underwriting arrangements approved the offering by the persons entitled selecting Holder or Holders of such Option Securities and all other holders of the Company's securities proposing to include shares in such offering) to the extent necessary to reduce the number of securities to be included in such offering to the level recommended by the managing underwriter underwriter. The holder or holders of Option Securities to be distributed by such underwriters hereunder shall be parties to the underwriting agreement between the Company and (d) each holder of Registrable Securities participating in such underwritten offering completes underwriters and executes all questionnairesany necessary or appropriate customary agreements, shall execute appropriate powers of attorney, indemnitiesand may at their option, underwriting require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and other documents reasonably required under for the terms benefit of such underwriting arrangements. The Company hereby agrees with each holder underwriters shall also be made to and for the benefit of Registrable such Holder or Holders of Option Securities that, and that any or all of the conditions precedent to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms obligations of such underwriters under such underwriting arrangementsagreement be conditions precedent to the obligations of such Holder or Holders of Option Securities. Any such Holder of Option Securities shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representatives, including using all commercially reasonable efforts to procure customary legal opinions warranties and auditor “comfort” lettersagreements regarding such Holder, such Holder's Option Securities and such holder's intended method of distribution and any other representation required by law.

Underwritten Offerings. Each holder In the event of Registrable Securities hereby agrees with an underwritten offering, the Company and each other Holder will make such holder arrangements with the underwriters so that no holder of Registrable Securities such Holder may participate in any underwritten the offering hereunder unless (a) on the same terms as the Company gives its prior written consent and any other party selling securities in such offering. The Company will not be required under this Section 2 to include any of a Holder’s Registrable Securities in such underwritten offering, (b) underwriting unless such Holder accepts the managing terms of the underwriting as agreed upon between the Company and the underwriter or underwriters thereof shall selected by it (or by other persons entitled to select the underwriter or underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the managing underwriters determine would not reasonably be designated by Electing Holders holding at least a majority in aggregate principal amount expected to jeopardize the success of the offering by the Company (the “Maximum Offering Size”). Notwithstanding any other provision of this agreement, 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 (including Registrable Securities to Securities) from the Registration and the underwriting, and the number of shares that may be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable Registration and the underwriting will be allocated in the following priority up to the CompanyMaximum Offering Size, (ci) first, to the Company for securities that the Company proposes to Register for its own account; (ii) second, to each holder Holder, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), that requests inclusion of its Registrable Securities in such registration statement, pro rata based on the number of Registrable Securities participating held by such Holder, (iii) third, to any other holders of incidental or “piggyback” registration rights requesting inclusion of their Registrable Securities in such underwritten offering agrees to sell such holder’s registration statement, on a pari passu basis based upon the Registrable Securities on the basis provided in any underwriting arrangements approved held by the persons entitled selecting the managing underwriter or underwriters hereunder such holders; and (div) each fourth, to other securities of the Company to be registered on behalf of any other holder with priorities among them as the Company shall determine. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the Registration. For any Holder that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of Registrable Securities participating owned by all Persons included in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate “Holder,” as described in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersthis sentence.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting to select the managing underwriter or underwriters hereunder hereunder, and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees under Section 2.1(a) or Section 2.1(b), the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1(a) and Section 2.1(b). 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a Majority-in-Interest of the Initiating Holders and such Holder) to the extent provided herein. All the Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and each other such holder that no holder reasonably acceptable to the Majority-in-Interest of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of all the Registrable Securities proposed to be included in such offeringRegistration; provided however, provided that the Holders shall only be obligated to give representations and warranties under such designated underwriting agreement that are customary in similar agreements in relation to their ownership of the Registrable Securities and due authorization to enter such underwriting agreement. Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters is or are reasonably acceptable advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Company, (cRegistration) each holder require a limitation of the number of Registrable Securities participating to be underwritten in a Registration pursuant to Section 2.1(a) or Section 2.1(b), the underwriters may exclude from the underwriting offering up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities held by any director, officer, employee or consultant of the Company or any other Common Shareholder of the Company from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided, that if, as a result of such underwriter cutback, the Holders cannot include in the underwritten offering all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1(a). Any Registrable Securities excluded or withdrawn from such underwritten offering agrees to sell such holder’s Registrable Securities on shall be withdrawn from the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersRegistration.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters. 8.

Underwritten Offerings. Each holder If the Company at any time proposes to register any of its securities in a Piggyback Registration and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 4.1(c), use its best efforts, if requested by any Stockholder whose Registrable Securities hereby agrees with the Company and each other are included in such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent registration, to arrange for such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of to include the Registrable Securities to be included offered and sold by such Stockholder among the securities to be distributed by such underwriters, and such Stockholders shall be obligated to sell their Registrable Securities in such offering, provided that Piggyback Registration through such designated managing underwriters on the same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such Piggyback Registration. The Stockholders whose Registrable Securities are to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriter or underwriters is or are reasonably acceptable to if requested by the Company, (c) each holder of Registrable Securities participating Managing Underwriter. No Requesting Stockholder may participate in such underwritten offering agrees unless such Stockholder agrees, if requested by the Managing Underwriter, to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The If any Requesting Stockholder disapproves of the terms of an underwriting, such Stockholder may elect to withdraw therefrom and from such registration by notice to the Company hereby agrees with and the Managing Underwriter, and each holder of the remaining Requesting Stockholders shall be entitled to increase the number of Registrable Securities that, being registered to the extent it consents of the Registrable Securities so withdrawn (i) in the case of a Cutback Registration, in accordance with the priorities set forth in Section 4.1(c) and (ii) in all other cases in the proportion which the number of Registrable Securities being registered by such remaining Requesting Stockholder bears to an underwritten offering hereunder, it will negotiate in good faith and execute the total number of Registrable Securities being registered by all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersremaining Requesting Stockholders.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder In the event that one or more Holders elects to dispose of at least 1,000,000 Registrable Securities hereby agrees with under a Registration Statement pursuant to an Underwritten Offering, Seller shall, upon request by such Holders, retain underwriters in order to permit such Holders to effect such sale though an Underwritten Offering; provided, that Seller shall not be required to effect more than three Underwritten Offerings pursuant to this Section 2.4 and the Company and each other Holders shall be limited to one such holder that no holder of Registrable Securities may participate request in any underwritten offering hereunder unless (a) six-month period. In connection with any Underwritten Offering under this Agreement, the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least holders of a majority in aggregate principal amount of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be included entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Seller, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and Seller shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such offering, provided that Underwritten Offering unless such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Selling Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements attorney and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Company hereby agrees with each holder Each Selling Holder may, at its option, require that any or all of Registrable Securities thatthe representations and warranties by, and the other agreements on the part of, Seller to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the extent it consents obligations of such underwriters under such underwriting agreement also be conditions precedent to an underwritten offering hereunderits obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Seller or the underwriters other than representations, it will negotiate in good faith warranties or agreements regarding the identity of such Selling Holder, its authority to enter into such underwriting agreement and execute all indemnitiesto sell, underwriting agreements and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other documents reasonably representation required under by Law. If any Selling Holder disapproves of the terms of an underwriting, such underwriting arrangementsSelling Holder may elect to withdraw therefrom by notice to Seller and the Managing Underwriter; provided, including using all commercially reasonable efforts however, that such withdrawal must be made at least one Business Day prior to procure customary legal opinions and auditor “comfort” lettersthe time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect Seller’s obligation to pay Registration Expenses.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all its commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $25.0 million of Registrable Securities hereby agrees with in the Company aggregate (calculated based on the Registrable Securities Amount) and each (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Corporation shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that the Required Holders shall have the option and right to require the Corporation to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Corporation, the Corporation shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Corporation) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such holder that no holder notice is given to them to notify the Corporation in writing of the number of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to held by such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities Holder that they want to be included in such offeringUnderwritten Offering. For the avoidance of doubt, provided that any Holders notified about an Underwritten Offering by the Corporation after the Corporation has received the corresponding Underwritten Offering Notice may participate in such designated managing underwriter or underwriters is or are reasonably acceptable to Underwritten Offering, but shall not count toward the Company, (c) each holder $25.0 million of Registrable Securities participating (calculated based on the Registrable Securities Amount) required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Corporation shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such underwritten offering Underwritten Offering (not to be unreasonably conditioned, withheld or delayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Corporation shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Company hereby agrees with each holder Each Selling Holder may, at its option, require that any or all of Registrable Securities thatthe representations and warranties by, and the other agreements on the part of, the Corporation to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the extent it consents obligations of such underwriters under such underwriting agreement also be conditions precedent to an underwritten offering hereunderits obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, it warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will negotiate in good faith be registered, on its behalf, its intended method of distribution and execute all indemnities, underwriting agreements and any other documents reasonably representation required under by Law. If any Selling Holder disapproves of the terms of an underwriting, such underwriting arrangementsSelling Holder may elect to withdraw therefrom by notice to the Corporation, including using the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all commercially reasonable efforts Selling Holders withdraw from an Underwritten Offering prior to procure customary legal opinions the pricing of such Underwritten Offering or if the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.03, the events will not be considered an Underwritten Offering and auditor “comfort” letterswill not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Corporation’s obligation to pay Registration Expenses pursuant to Section 2.08.

Underwritten Offerings. Each holder of If, in connection with a request to Register the Registrable Securities hereby agrees under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by 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 underwriter or underwriters of internationally recognized standing selected for such underwritten offering by (i) the Company and each other such holder that no holder reasonably acceptable to the holders of at least two thirds of the voting power of all Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities proposed to be included in such offering, provided Registration in the case of an offering that such designated managing underwriter or underwriters is or are reasonably acceptable includes Ordinary Shares to be newly issued and sold by the Company, and (cii) each holder by the holders of a majority of the voting power of all Registrable Securities participating proposed to be included in such underwritten offering agrees Registration in other cases; provided that Holders will not be required to sell enter into any “lock-up” agreement unless all officers and directors of the Company and all shareholders individually owning one percent (1%) or more Shares enter into similar agreements (and any such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that“lock-up” agreement shall, to the extent it consents possible, seek to an exclude any transfer of Shares pursuant to enforcement of security under any Facility Document). Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all Equity Securities other than Registrable Securities from the Registration and underwritten offering. Among Registrable Securities requested to be Registered, the number of Registrable Securities that may be included in the Registration and underwritten offering hereundershall be allocated among all the holders of all Registrable Securities requested to be Registered in proportion, it will negotiate in good faith as nearly as practicable, to the respective amounts of Registrable Securities held by such holders; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and execute all indemnitiesthe underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, underwriting agreements and other documents reasonably required under such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting arrangementsunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of Shares in accordance with the above provisions, including using all commercially reasonable efforts the Company or the underwriters may round the number of Shares allocated to procure customary legal opinions and auditor “comfort” lettersa Holder to the nearest one hundred (100) Shares.

Underwritten Offerings. Each holder If, in connection with a request to Register Registrable Securities under Section 2.1 or 2.2 hereof, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2 hereof. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration elect to distribute such Registrable Securities through a different distribution method, or otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) 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 underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration and reasonably acceptable to the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities hereby agrees with to be underwritten in a Registration pursuant to Section 2.1 or 2.2 hereof, the Company and each other such holder that no holder underwriters may exclude up to 75% of the Registrable Securities may participate in any requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering hereunder unless (a) and so long as the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount number of the Registrable Securities to be included in such offeringthe Registration is allocated among all Holders in proportion, provided that such designated managing underwriter or underwriters is or are reasonably acceptable as nearly as practicable, to the Company, (c) each holder respective amounts of Registrable Securities participating in requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder In the event that one or more Holders elects to dispose of at least 1,000,000 Registrable Securities hereby agrees with under a Registration Statement pursuant to an Underwritten Offering, McMoRan shall, upon request by such Holders, retain underwriters in order to permit such Holders to effect such sale though an Underwritten Offering; provided, that McMoRan shall not be required to effect more than three Underwritten Offerings pursuant to this Section 2.4 and the Company and each other Holders shall be limited to one such holder that no holder of Registrable Securities may participate request in any underwritten offering hereunder unless (a) six-month period. In connection with any Underwritten Offering under this Agreement, the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least holders of a majority in aggregate principal amount of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be included entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of McMoRan, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and McMoRan shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such offering, provided that Underwritten Offering unless such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Selling Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements attorney and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Company hereby agrees with each holder Each Selling Holder may, at its option, require that any or all of Registrable Securities thatthe representations and warranties by, and the other agreements on the part of, McMoRan to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the extent it consents obligations of such underwriters under such underwriting agreement also be conditions precedent to an underwritten offering hereunderits obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with McMoRan or the underwriters other than representations, it will negotiate in good faith warranties or agreements regarding the identity of such Selling Holder, its authority to enter into such underwriting agreement and execute all indemnitiesto sell, underwriting agreements and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other documents reasonably representation required under by Law. If any Selling Holder disapproves of the terms of an underwriting, such underwriting arrangementsSelling Holder may elect to withdraw therefrom by notice to McMoRan and the Managing Underwriter; provided, including using all commercially reasonable efforts however, that such withdrawal must be made at least one Business Day prior to procure customary legal opinions and auditor “comfort” lettersthe time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect McMoRan’s obligation to pay Registration Expenses.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuers and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its Issuers give their prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuers, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Issuers hereby agrees agree with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees with under Section 2.1 or Section 2.2, the Company and each other Initiating Holders seek to distribute such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (bunless otherwise mutually agreed by the Initiating Holders and such Holder) to the managing 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 underwriter or underwriters thereof shall be designated of internationally recognized standing selected for such underwritten offering by Electing Holders holding the holders of at least a majority in aggregate principal amount of the voting power of all Registrable Securities proposed to be included in such Registration. Any Holder(s) of the Registrable Securities proposed to be distributed by such underwriter(s) shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by such Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability for such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that such designated managing underwriter or underwriters is or are reasonably acceptable any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the CompanyCompany and the underwriters delivered at least three (3) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least three (c3) each holder days prior to the effective date of the Registration Statement. Any Registrable Securities participating in excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting to select the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) With the Company gives its prior written consent to such underwritten offeringof the Company, (b) the managing underwriter or underwriters thereof which consent shall not be designated by Electing unreasonably withheld, Holders holding of at least a majority $25 million in aggregate principal amount of the Notes may sell Registrable Securities (in whole or in part) in a registration in which such securities are sold to an underwriter 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 Offering, the Underwriters will be selected by, and the underwriting arrangements with respect thereto (including the size of the offering) will be approved by the Majority Holders of the Registrable Securities to be included in such offering; provided, provided however, that such designated managing underwriter or underwriters is or are Underwriters and underwriting arrangements must be reasonably acceptable satisfactory to the Company, . No Holder may participate in any Underwritten Offering contemplated hereby unless (ca) each holder of Registrable Securities participating in such underwritten offering Holder agrees to sell such holderHolder’s Registrable Securities on to be included in the basis provided Underwritten Offering in accordance with any approved underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and arrangements, (db) each holder of Registrable Securities participating in such underwritten offering Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-up letters and other documents reasonably required under the terms of such approved underwriting arrangements, and (c) if such Holder has not already done so, such Holder returns a completed and signed Notice and Questionnaire to the Company in accordance with Section 2.1(c) hereof within a reasonable amount of time before such Underwritten Offering. The Company hereby agrees with each holder Notwithstanding the foregoing, upon receipt of a request from the Underwriters or a representative of holders of a majority of the Registrable Securities that, to be included in an Underwritten Offering to prepare and file an amendment or supplement to the extent it consents 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 an underwritten offering hereunder, it will negotiate 30 days if the Board of Directors of the Company shall have determined in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under that the terms of Company has a bona fide business reason for such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersdelay.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by 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 underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and each other such holder that no holder reasonably acceptable to the holders of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the voting power of all Registrable Securities proposed to be included in such offeringRegistration. Notwithstanding any other provision of this Agreement, provided that such designated if the managing underwriter or underwriters is or are reasonably acceptable advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Company, (cRegistration) each holder require a limitation of the number of Registrable Securities participating to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as applicable. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder If the Company at any time proposes to register any of its securities in a Piggyback Registration and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 3.1(c), use its best efforts, if requested by any Requesting Holder whose Registrable Securities hereby agrees with the Company and each other are included in such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent registration, to arrange for such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of to include the Registrable Securities to be included offered and sold by such Requesting Holder among the securities to be distributed by such underwriters, and such Requesting Holders shall be obligated to sell their Registrable Securities in such offering, provided that Piggyback Registration through such designated managing underwriters on the same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such Piggyback Registration. The Requesting Holders whose Registrable Securities are to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriter or underwriters is or are reasonably acceptable to if requested by the Company, (c) each holder of Registrable Securities participating Managing Underwriter. No Requesting Holder may participate in such underwritten offering agrees unless such Requesting Holder agrees, if requested by the Managing Underwriter, to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The If any Requesting Holder disapproves of the terms of an underwriting, such Requesting Holder may elect to withdraw therefrom and from such registration by notice to the Company hereby agrees with and the Managing Underwriter, and each holder of the remaining Requesting Holders shall be entitled to increase the number of Registrable Securities that, being registered to the extent it consents of the Registrable Securities so withdrawn (i) in the case of a Cutback Registration, in accordance with the priorities set forth in Section 3.1(c) and (ii) in all other cases in the proportion which the number of Registrable Securities being registered by such remaining Requesting Holder bears to an underwritten offering hereunder, it will negotiate in good faith and execute the total number of Registrable Securities being registered by all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersremaining Requesting Holders.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by 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 underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and each other such holder that no holder reasonably acceptable to the holders of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the voting power of all Registrable Securities proposed to be included in such offeringRegistration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that such designated managing underwriter or underwriters is or are reasonably acceptable any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the CompanyCompany and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (c10) each holder days prior to the effective date of the Registration Statement. Any Registrable Securities participating in excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees with and/or ADSs (and underlying Common Shares) under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities and/or ADSs in an underwriting, they shall so advise the Company as a part of the request, and each the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such holder that no holder event, the right of any Holder to include its Registrable Securities may participate and/or ADSs in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof Registration shall be designated conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities and/or ADSs in the underwriting (unless otherwise mutually agreed by Electing Initiating Holders holding at least representing a majority in aggregate principal amount voting power of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their 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 (which underwriter or underwriters shall be reasonably acceptable to Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders). Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered and the general condition of the market) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude from the underwriting up to seventy percent (70%) of the Registrable Securities and/or ADSs requested to be Registered if so justified but only after excluding all other Equity Securities from the underwriting. If a limitation of the number of Registrable Securities and/or ADSs is required pursuant to this Section 2.4, the number of Registrable Securities and/or ADSs that may be included in the underwriting by selling Holders shall be allocated among such offeringHolders, provided that such designated managing underwriter or underwriters is or are reasonably acceptable in proportion, as nearly as practicable, to the Company, (c) each holder respective amounts of Registrable Securities participating and/or ADSs which the Holders would otherwise be entitled to include in such underwritten offering agrees to sell such holder’s the Registration. Any Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter and/or ADSs excluded or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of withdrawn from such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to shall be withdrawn from the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersRegistration.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and the Guarantor and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its and the Guarantor give their prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyCompany and the Guarantor, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company and the Guarantor hereby agrees agree with each holder of Registrable Securities that, to the extent it consents they consent to an underwritten offering hereunder, it they will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities securities. No Selling Holder may participate in any underwritten offering hereunder such Underwritten Offering unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Selling Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Company hereby agrees with each holder Each Selling Holder may, at its option, require that any or all of Registrable Securities thatthe representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the extent it consents obligations of such underwriters under such underwriting agreement also be conditions precedent to an underwritten offering hereunderits obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, it will negotiate in good faith warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and execute all indemnitiesto sell, underwriting agreements and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other documents reasonably representation required under by Law. If any Selling Holder disapproves of the terms of an underwriting, such underwriting arrangementsSelling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including using all commercially reasonable efforts the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to procure customary legal opinions and auditor “comfort” letterspay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Issuer hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder If the registration of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) which the Company gives its prior notice is for an Underwritten Offering, then the Company shall so advise the Holders as a part of such written consent notice. In such event, the right of the Holders to such underwritten offering, (b) the managing underwriter or underwriters thereof registration pursuant to this Section shall be designated conditioned upon the Holders’ agreeing to participate in such Underwritten Offering upon the terms and condition as shall be negotiated by Electing Holders holding at least a majority in aggregate principal amount the Company, and the inclusion of the Registrable Securities in the Underwritten Offering to the extent provided herein. The Holders proposing to distribute securities through such Underwritten Offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by the Company. Notwithstanding any other provisions of this Section, if the underwriter determines in writing, in its sole and absolute discretion, that marketing or other customary factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and Underwritten Offering in accordance with the provisions of this Section. The Company shall so advise the Holders distributing securities through such Underwritten Offering, and the number of Registrable Securities that may be included in the registration and Underwritten Offering on behalf of the Holders shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders requested to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder registration. If the Holders disapprove of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of any such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatUnderwritten Offering, then the Holders may elect to withdraw therefrom by giving written notice to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith Company and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of underwriter. Any securities so excluded or withdrawn from such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersUnderwritten Offering shall be withdrawn from such registration.

Underwritten Offerings. Each holder If the registration of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) which the Company gives its prior notice is for an Underwritten Offering, then the Company shall so advise the Holders as a part of such written consent notice. In such event, the right of the Holders to such underwritten offering, (b) the managing underwriter or underwriters thereof registration pursuant to this Section shall be designated conditioned upon the Holders’ agreeing to participate in such Underwritten Offering upon the terms and condition as shall be negotiated by Electing Holders holding at least a majority in aggregate principal amount the Company, and the inclusion of the Registrable Securities in the Underwritten Offering to the extent provided herein. The Holders proposing to distribute securities through such Underwritten Offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by the Company. Notwithstanding any other provisions of this Section, if the underwriter determines in writing, in its sole and absolute discretion, that marketing or other customary factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and Underwritten Offering in accordance with the provisions of this Section. The Company shall so advise the Holders distributing securities through such Underwritten Offering, and the number of Registrable Securities that may be included in the registration and Underwritten Offering on behalf of the Holders shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders requested to be included in the registration; provided that in no event shall the Registerable Securities of the Securityholder to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to Registration Statement be less than 50% of the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees requested to sell such holder’s Registrable Securities on be included therein. If the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder Holders disapprove of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of any such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatUnderwritten Offering, then the Holders may elect to withdraw therefrom by giving written notice to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith Company and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of underwriter. Any securities so excluded or withdrawn from such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersUnderwritten Offering shall be withdrawn from such registration.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by the Company, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering timely completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it the Company consents to an underwritten offering hereunder, it the Company will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Companies and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its Companies give their prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (dc) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Companies hereby agrees agree with each holder of Registrable Securities that, to the extent it consents they consent to an underwritten offering hereunder, it they will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each If the Company at any time proposes to register any of its securities in a registration pursuant to which any Holder has rights pursuant to Section 2(a) and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 2(c), use its reasonable best efforts, if requested by any holder of Registrable Securities, to arrange for such underwriters to include the Registrable Securities hereby agrees to be offered and sold by Requesting Holders among the securities to be distributed by such underwriters, and such holders shall be obligated to sell their Registrable Securities in such Piggyback Registration through such underwriters on the same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such Piggyback Registration. The holders of Registrable Securities to be distributed by such underwriters shall be parties to a customary underwriting agreement between the Company and each such underwriter or underwriters and shall make customary representations and warranties regarding such holder, its ownership of securities being registered on its behalf, its ability to consummate the transaction and any other such holder representations required by law; provided, however that no holder of Registrable Securities shall be required to make any representations or warranties with respect to the Company or any other holder. No Requesting Holder may participate in any underwritten offering hereunder Piggyback Offering unless such holder (ai) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s its Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder Company; and (dii) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting lock-up agreements and other documents reasonably required under the terms of such underwriting arrangements. The If any Requesting Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company hereby agrees with and the Managing Underwriter, and each holder of the remaining Requesting Holders shall be entitled to increase the number of Registrable Securities that, being registered to the extent it consents of the Registrable Securities so withdrawn in the proportion which the number of Registrable Securities being registered by such remaining Requesting Holder bears to an underwritten offering hereunder, it will negotiate in good faith and execute the total number of Registrable Securities being registered by all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersremaining Requesting Holders.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Issuer hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees with under the provisions of Section 2.1 (1), the Initiating Holders seek to distribute such Registrable Securities through an Underwritten Offering, they shall so advise the Company as a part of the request, and each the Company shall include such information in the written notice to the other Holders described in to Section 2.1 (1). In such holder that no holder event, the right of any Holder to include its Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof Registration shall be designated conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering (unless otherwise mutually agreed by Electing Initiating Holders holding at least representing a majority in aggregate principal amount voting power of the Registrable Securities held by the Initiating Holders) 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 underwriter or underwriters selected for such Underwritten Offering by the Company (which underwriter or underwriters shall be reasonably acceptable to Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders). Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the Underwritten Offering as required (i) after excluding any other Equity Securities from the Underwritten Offering (including, without limitation, any Equity Securities which the Company may seek to include in the Underwritten Offering for its own account) and (ii) so long as at least thirty percent (30%) in voting power of any Registrable Securities requested by the Holders to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to Underwritten Offering and Registration shall be included. If a limitation of the Company, (c) each holder number of Registrable Securities participating in such underwritten offering agrees is required pursuant to sell such holder’s Registrable Securities on this Section 2.1(c), the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder number of Registrable Securities participating that may be included in the Underwritten Offering by selling Holders shall be allocated among such underwritten offering completes and executes all questionnairesHolders, powers in proportion, as nearly as practicable, to the respective amounts of attorney, indemnities, underwriting agreements and other documents reasonably required under Registrable Securities which the Holders would otherwise be entitled to include in the Registration. If any Holder disapproves of the terms of any Underwritten Offering, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) Business Days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to shall be withdrawn from the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersRegistration.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatNotwithstanding the foregoing, the Issuer shall not be required to the extent it consents to an effect more than one underwritten offering hereunder, it will negotiate under this Section 7 and any underwritten offering must include Notes in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms an aggregate principal amount of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersat least $75.0 million.

Underwritten Offerings. Each holder If a majority-in-interest (based on the number of Registrable Securities hereby agrees with being registered) of the Demanding Holders so elect and such holders so advise the Company and each other in writing, the offering of such holder that no holder Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Holder of Registrable Securities may participate to include its Registrable Securities in any underwritten offering hereunder unless (a) such registration shall be conditioned upon such Holder’s participation in such underwriting and the Company gives its prior written consent inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwritten offering, (b) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Demanding Holders. If the managing underwriter or underwriters thereof for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Registration Amount”), then the Company shall be designated by Electing Holders holding at least a majority include in aggregate principal amount of such registration: (a) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holders have requested be included in such offeringregistration, provided regardless of the number of Registrable Securities held by each Demanding Holder) that such designated managing underwriter can be sold without exceeding the Maximum Registration Amount; (b) second, the shares of Common Stock or underwriters is or are reasonably acceptable other securities that the Company desires to sell that can be sold without exceeding the Company, Maximum Registration Amount; (c) each holder third, to the extent that the Maximum Registration Amount has not been reached under the foregoing clauses (a) and (b), the shares of Registrable Securities participating in Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such underwritten offering agrees to sell such holder’s Registrable Securities on persons and that can be sold without exceeding the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder Maximum Registration Amount; and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatfourth, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required that the Maximum Registration Amount has not been reached under the terms foregoing clauses (a), (b), and (c), the shares of such underwriting arrangements, including using all commercially reasonable efforts Common Stock or other securities that other securityholders desire to procure customary legal opinions and auditor “comfort” letterssell that can be sold without exceeding the Maximum Registration Amount.

Underwritten Offerings. Each If the Company at any time proposes to register any of its securities under the Securities Act, as contemplated by Section 2 hereof, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities hereby agrees with as provided in Section 2.1 and subject to the Company and each other provisions of this Section 2.4, arrange for such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent underwriters to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount include all of the Registrable Securities to be included offered and sold by such holder among the securities to be distributed by such underwriters. In the event that the managing underwriter of any underwritten offering informs the Company and the holder or holders of Registrable Securities requesting the inclusion of their securities in such offering in writing of its belief that the number of securities requested to be sold in such offering exceeds the number which can be sold in such offering, provided that then the Company will include in such designated managing underwriter offering only securities proposed to be sold by Company for its own account and decrease the number of Registrable Securities so proposed to be sold and requested to be included in such offering (pro rata on the basis of the percentage of the securities, by number of shares, of the Company requested to be included in the offering by the holder or underwriters is or are reasonably acceptable holders of such Registrable Securities and all other holders of the Company's securities proposing to include shares in such offering) to the Companyextent necessary to reduce the number of securities to be included in such offering to the level recommended by the managing underwriter. The holder or holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate customary agreements, (c) each shall execute appropriate powers of attorney, and may at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holder or holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holder or holders of Registrable Securities. Any such holder of Registrable Securities participating in such underwritten offering agrees shall not be required to sell make any representations or warranties to or agreement with the Company or the underwriters other than representatives, warranties and agreements regarding such holder’s , such holder's Registrable Securities on the basis provided in and such holder's intended method of distribution and any underwriting arrangements approved other representation required by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letterslaw.

Underwritten Offerings. Each holder In the event of Registrable Securities hereby agrees with an underwritten offering, the Company and each other Holder shall make such holder arrangements with the underwriters so that no holder of Registrable Securities such Holder may participate in any underwritten the offering hereunder unless (a) on the same terms as the Company gives its prior written consent and any other party selling securities in such offering. The Company shall not be required under this Section 2 to include any of a Holder's securities in such underwritten offering, underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (bor by other persons entitled to select the underwriters) the managing and enters into an underwriting agreement in customary form with an underwriter or underwriters thereof selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision of this Agreement, 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 (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be designated by Electing Holders holding at least allocated, (i) first, to the Company for securities that the Company proposes to register for its own account; (ii) second, to any stockholders of the Company who exercised a majority in aggregate principal amount of contractual right to demand that such registration statement be filed, on a pari passu basis based upon the Registrable Securities held by such stockholders; (iii) third, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement and to any other holders of incidental or "piggyback" registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pari passu basis based upon the Registrable Securities held by such holders; and (v) fourth, to other securities of the Company to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder registered on behalf of any other holder. Any Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder excluded and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of withdrawn from such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.shall be withdrawn from the

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting to select the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by 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 underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and each other such holder that no holder reasonably acceptable to the holders of at least 50% of the voting power of all Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities proposed to be included in such offeringRegistration. Notwithstanding any other provision of this Agreement, provided that such designated if the managing underwriter or underwriters is or are reasonably acceptable advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Company, (cRegistration) each holder require a limitation of the number of Registrable Securities participating to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder to approve such arrangements and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters. No discounts or commissions payable to any such underwriter with respect to the sales of Registrable Securities sold by any such holder thereof shall be included in, or deemed to be, the registration expenses payable by the Company pursuant to Section 4.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to selected by the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder If a majority-in-interest (based on the number of Registrable Securities hereby agrees with being registered) of the Demanding Holders so elect and such holders so advise the Company and each other in writing, the offering of such holder that no holder Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Holder of Registrable Securities may participate to include its Registrable Securities in any underwritten offering hereunder unless (a) such registration shall be conditioned upon such Holder’s participation in such underwriting and the Company gives its prior written consent inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwritten offering, (b) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Demanding Holders. If the managing underwriter or underwriters thereof for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Registration Amount”), then the Company shall be designated by Electing Holders holding at least a majority include in aggregate principal amount of such registration: (a) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holders have requested be included in such offeringregistration, provided regardless of the number of Registrable Securities held by each Demanding Holder) that such designated managing underwriter can be sold without exceeding the Maximum Registration Amount; (b) second, the shares of Common Stock or underwriters is or are reasonably acceptable other securities that the Company desires to sell that can be sold without exceeding the Company, Maximum Registration Amount; (c) each holder third, to the extent that the Maximum Registration Amount has not been reached under the foregoing clauses (a) and (b), the shares of Registrable Securities participating in Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such underwritten offering agrees to sell such holder’s Registrable Securities on persons and that can be sold without exceeding the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder Maximum Registration Amount; and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatfourth, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required that the Maximum Registration Amount has not been reached under the terms foregoing clauses (a), (b), and (c), the shares of Common Stock or other securities that other securityholders desire to sell that can be sold without exceeding the Maximum Registration Amount. For the avoidance of doubt, in the event a Demand Registration is requested pursuant to this agreement and a demand registration is requested pursuant to that certain Registration Rights Agreement, dated _____________,2006, by and among the Company and the “Investors” thereunder, substantially in the form filed as Exhibit 10.18 to the Registration Statement (the “Registration Rights Agreement”), whichever demand registration is received by the Company first shall have priority for inclusion in the registration statement filed to register such underwriting arrangementsRegistrable Securities; provided, including using all commercially reasonable efforts however, that if a Demand Registration is requested pursuant to procure customary legal opinions this agreement and auditor “comfort” lettersa demand registration is requested pursuant to the Registration Rights Agreement and such demand registrations are received by the Company on the same date, then those two demand registrations will be handled pro rata in accordance with the number of shares of Registrable Securities which such demanding holders have requested be included in such registration.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees with under Section 2.1 or 2.2, the Company and each other Initiating Holders seek to distribute such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such an underwritten offering, (b) they shall so advise the managing underwriter or underwriters thereof Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be designated conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by Electing the underwriter(s) and the Initiating Holders holding at least representing a majority in aggregate principal amount voting power of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through an underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders and reasonably consented to by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude any of the Registrable Securities from the underwriting offering if so justified after excluding any other Equity Securities (including, without limitation, all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwritten offering. If a limitation of the number of Registrable Securities is required pursuant to this Section 2.3, the number of Registrable Securities that may be included in the underwritten offering by selling Holders shall be allocated among such Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration; provided that any Registrable Securities requested to be included in such offeringunderwritten offering and held by directors, provided officers, employees or consultants of the Company or by holders that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of do not hold any Series A Preferred Shares shall be reduced before any Registrable Securities participating requested to be included in such underwritten offering agrees to sell such holder’s and held by Holders shall be reduced. Any Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter excluded or underwriters hereunder and (d) each holder of Registrable Securities participating in withdrawn from such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under shall be withdrawn from the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersRegistration.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatNotwithstanding the foregoing, the Issuer shall not be required to the extent it consents to an effect more than three underwritten offerings under this Section 7 and any underwritten offering hereunder, it will negotiate must include Notes in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms an aggregate principal amount of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersat least $67.5 million.

Underwritten Offerings. Each holder Upon request by ay Holder or Holders (such request, an “Underwritten Offering Notice” and such electing Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect an Underwritten Offering; provided, however, that the Holders shall have the option and right to require the Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of Registrable Securities hereby agrees this Section 2.05, subject to a maximum of two Underwritten Offerings during any 12-month period. In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders (not to be unreasonably conditioned, withheld or delayed). In connection with an Underwritten Offering contemplated by this Agreement, each Electing Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and each other such holder that no holder rights and obligations as are customary in underwriting agreements for firm commitment offerings of Registrable Securities securities. No Electing Holder may participate in any underwritten offering hereunder such Underwritten Offering unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Each Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company hereby agrees to and for the benefit of such underwriters also be made to and for such Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Electing Holder shall be required to make any representations or warranties to or agreements with each holder the Company or the underwriters other than representations, warranties or agreements regarding such Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Electing Holder disapproves of the terms of an underwriting, such Electing Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.04, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses pursuant to Section 2.10. If all Electing Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. Except as otherwise set forth in this Section 2.05 or Section 2.06, Company shall not include in any Underwritten Offering any securities which are not Registrable Securities without the prior written consent of the Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Holders of Registrable Securities thatin writing that in its opinion the number of Registrable Securities proposed to be included in the Underwritten Offering exceeds the number of Registrable Securities which can be sold in such Underwritten Offering and/or the number of Registrable Securities proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Securities proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (i) first, the Registrable Securities the Holders propose to sell, and (ii) second, the extent it consents Common Shares proposed to an underwritten be included therein by any other Persons (including Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under shall be allocated pro rata among the terms respective Holders thereof on the basis of the number of Registrable Securities owned by each such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersHolder.

Underwritten Offerings. Each holder of If the Initiating Holders intend to distribute the Registrable Securities hereby agrees covered by their request by means of an underwriting, they shall so advise Nasdaq as a part of their request made pursuant to Section 2.1(a) hereof and Nasdaq shall include such information in the written notice referred to in such Section 2.1(a). 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 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated selected for such underwriting by Electing Holders holding at least a majority in aggregate principal amount interest of the Registrable Securities to be included in such offering, provided that such designated managing Initiating Holders (which underwriter or underwriters is or are shall be reasonably acceptable to the Company, (cNasdaq) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting agreements attorney and other documents reasonably required under the terms of such underwriting arrangementsagreement and these registration rights. The Company hereby agrees with each holder Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then Nasdaq shall so advise all Holders proposing to distribute their securities through such underwriting, and, subject to Section 2.8, the amount of securities that may be included in the underwriting shall be allocated as follows: (i) first, to the Registrable Securities thatand other securities requested to be included in such registration by the Persons that are, as of the date of this Registration Rights Agreement, entitled to be included in such underwriting and requested to be included in such registration that can, in the opinion of such managing underwriter, be sold, without having any such adverse effect, with the number of securities (including Registrable Securities) to be underwritten allocated among such Persons on a pro rata basis determined based on the number of such securities (including Registrable Securities) requested for inclusion by such Person and (ii) second, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements Registrable Securities and other documents reasonably required under the terms of securities requested to be included in such underwriting arrangementspursuant to the aforementioned (i) have been included, including using all commercially reasonable efforts other securities requested to procure customary legal opinions and auditor “comfort” lettersbe included in such registration that can, in the opinion of the managing underwriter, be sold without having any such adverse effect. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Underwritten Offerings. Each holder In the event of Registrable Securities hereby agrees with an underwritten offering, the Company and each Holder will make such arrangements with the underwriters so that such Holder may participate in the offering on the same terms as the Company and any other party selling securities in such holder that no holder offering. The Company will not be required under this Section 2 to include any of a Holder’s Registrable Securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it (or by other persons entitled to select the underwriter or underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the managing underwriters determine would not reasonably be expected to jeopardize the success of the offering by the Company (the “Maximum Offering Size”). No selling Holder may participate in any underwritten offering hereunder pursuant to this Section 2 unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering selling Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of or in connection with such underwriting arrangementsagreement. The Notwithstanding any other provision of this Agreement, 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 (including Registrable Securities) from the Registration and the underwriting, and the number of shares that may be included in such Registration and the underwriting will be allocated in the following priority up to the Maximum Offering Size, (i) first, to the Company hereby agrees for securities that the Company proposes to Register for its own account; (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pari passu basis based upon the Registrable Securities held by such Holder; and (iii) third, to other securities of the Company to be registered on behalf of any other holder with each holder priorities among them as the Company shall determine. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the Registration. For any Holder that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single Holder and any pro rata reduction with respect to such Holder will be based upon the aggregate amount of Registrable Securities thatowned by all Persons included in such Holder, to the extent it consents to an underwritten offering hereunder, it will negotiate as described in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersthis sentence.

Underwritten Offerings. Each holder If the registration of which the Company gives notice is for an Underwritten Offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.1. In such event, the right of any Holder to registration pursuant to Section 2.1 shall be conditioned upon such Holder's participation in such Underwritten Offering and the inclusion of such Holder's Registrable Securities hereby agrees in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their securities through such Underwritten Offering shall (together with the Company and each the other such holder that no holder holders of Registrable Securities may participate in any underwritten offering hereunder unless (a) securities of the Company gives its prior written consent with registration rights to participate therein distributing their securities through such underwritten offeringunderwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company or the stockholders effecting such registration. Notwithstanding any other provision of this Section 2, (b) if the managing underwriter shall preclude any shares of Common Stock from being included in the Registration Statement as to which a Holder has elected to exercise the piggy-back rights granted pursuant to this Section 2 or underwriters thereof otherwise impose a limitation on the number of shares of such Common Stock which may be included in the Registration Statement as to which a Holder has elected to exercise the piggy-back rights granted pursuant to this Section 2 because, in such underwriter's reasonable judgment, such preclusion or limitation is necessary to effect an orderly public distribution, the number of shares to be included in the Underwritten Offering or registration, if any, shall be designated allocated as set forth in Section 2.3. If any person does not agree to the terms of any such customary underwriting agreement, such person shall be excluded therefrom by Electing Holders holding at least a majority in aggregate principal amount written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of the shares of Registrable Securities to be included in such offeringregistration was previously reduced as a result of marketing factors, provided that such designated managing underwriter or underwriters is or are reasonably acceptable the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the Companynumber of shares so withdrawn, (c) each holder of Registrable Securities participating in with such underwritten offering agrees shares to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by be allocated among the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating requesting additional inclusion in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees accordance with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersSection 2.3.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees In connection with the Company and each other such holder that no holder filing of Registrable Securities may participate in any underwritten offering hereunder unless (a) Registration Statement pursuant to Section 2.01, the Company gives its prior written consent shall, upon request by any Holder or Holders, retain underwriters in order to permit such underwritten offeringHolder or Holders to effect sales though an Underwritten Offering, (b) subject to the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least limitations set forth in Section 2.01. In connection with any Underwritten Offering under this Agreement, the holders of a majority in aggregate principal amount of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be included in such offering, provided that such designated managing underwriter entitled to select the Managing Underwriter or underwriters is or are reasonably acceptable for such Underwritten Offering, subject to the consent of the Company, (c) which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each holder Selling Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of Registrable Securities participating securities. No Selling Holder may participate in such underwritten offering Underwritten Offering unless such Selling Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering agreement, completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements attorney and other documents and arranges for the delivery of customary opinions or other documents reasonably required under the terms of such underwriting arrangementsagreement, including the completion and delivery of a notice and questionnaire, substantially in the form of Annex A hereto. The No Selling Holder shall be required to make any representations or warranties to or agreements with the Company hereby agrees with each holder or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith distribution and execute all indemnities, underwriting agreements and any other documents reasonably representation required under by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made prior to the earlier of the execution of the underwriting arrangementsagreement or the execution of the custody agreement with respect to such Underwritten Offering. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses; provided that, including using all commercially reasonable efforts notwithstanding such withdrawal or abandonment, such proposed registration will count as a registration for purposes of Section 2.01 if the Underwritten Offering was to procure customary legal opinions and auditor “comfort” lettersbe pursuant to a Registration Statement.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a Majority-in-Interest of the Initiating Holders and such Holder, taken together) 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 underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and each other such holder that no holder reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities proposed to be included in such offeringRegistration. Notwithstanding any other provision of this Agreement, provided that such designated if the managing underwriter or underwriters is or are reasonably acceptable advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Company, (cRegistration) each holder require a limitation of the number of Registrable Securities participating to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may (i) if the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to twenty-five percent (25%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder of If the Initiating Holders intend to distribute the Registrable Securities hereby agrees covered by their request by means of an underwriting, they shall so advise Nasdaq as a part of their request made pursuant to Section 2.1(a) hereof and Nasdaq shall include such information in the written notice referred to in such Section 2.1(a). 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 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated selected for such underwriting by Electing Holders holding at least a majority in aggregate principal amount interest of the Registrable Securities to be included in such offering, provided that such designated managing Initiating Holders (which underwriter or underwriters is or are shall be reasonably acceptable to the Company, (cNasdaq) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting agreements attorney and other documents reasonably required under the terms of such underwriting arrangementsagreement and these registration rights. The Company hereby agrees with each holder Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then Nasdaq shall so advise all Holders of Registrable Securities thatwhich would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the underwriting shall be allocated as follows (i) first, to the extent it consents any securities are requested to an underwritten offering hereunderbe included in such registration pursuant to Section 2.3 of the 2005 Registration Rights Agreement by the H&F Holders or the SLP Holders, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms amount of such securities requested by the H&F Holders or the SLP Holders, allocated in accordance with the 2005 Registration Rights Agreement, that can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above, (ii) second, among the Initiating Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Initiating Holders requested to be included in such underwriting arrangementsthat can, including using in the opinion of such managing underwriter, be sold without having the adverse effect referred to above and (iii) third, to the extent all commercially reasonable efforts Registrable Securities requested to procure customary legal opinions and auditor “comfort” lettersbe included in such underwriting by the Initiating Holders have been included, among the Holders (other than the Initiating Holders) requesting inclusion of Registrable Securities in such underwritten offering, as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Holders requested to be included in such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Underwritten Offerings. Each holder Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one (1) calendar day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders who shall then have two (2) calendar days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities hereby agrees with the Company and each other held by such holder Holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities they want to be included in such offeringUnderwritten Offering. For the avoidance of doubt, provided that any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice, may participate in such designated managing underwriter or underwriters is or are reasonably acceptable to Underwritten Offering, but shall not count toward the Company, (c) each holder $50.0 million of Registrable Securities participating necessary to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Holders of a majority of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the reasonable consent of the Partnership. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such underwritten offering Underwritten Offering unless such Selling Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Company hereby agrees Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with each holder the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation 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 the Partnership and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Selling Holders have the right and option to request under this Section 2.04; provided, further, that if a GSO Holder or Magnetar Holder provided the initial Underwritten Offering Notice to the Partnership, and such Holder subsequently withdraws from such Underwritten Offering prior to such Underwritten Offering’s pricing, while other Holders of at least $50.0 million of Registrable Securities thatparticipate in the Underwritten Offering, such Underwritten Offering will count toward the aggregate number of Underwritten Offerings allowed under this Section 2.04, but will not count as a Demand Holder Requested Underwritten Offering for any GSO Holder or Magnetar Holder that withdraws prior to pricing of such Underwritten Offering, notwithstanding that such Holder initially delivered an Underwritten Offering Notice to the extent it consents Partnership. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses; provided, however, if (i) certain Selling Holders withdraw from an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under Underwritten Offering after the terms public announcement at launch (the “Launch”) of such underwriting arrangementsUnderwritten Offering (such Selling Holders, including using the “Post-Launch Withdrawing Selling Holders”), and (ii) all commercially Selling Holders withdraw from such Underwritten Offering prior to pricing, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable efforts to procure customary legal opinions and auditor “comfort” lettersRegistration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. Each (a) If at any time the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities for its own account or for the accounts of stockholders other than the Shareholder (“Other Holders”), solely for cash on a form that would also permit the registration of the Registrable Securities, the Company shall, each such time, promptly give each holder of Registrable Securities hereby agrees with and/or Warrants written notice of such determination. Upon the Company and each other such holder that no written request of any holder of Registrable Securities may participate in and/or Warrants given within thirty (30) days after the giving of any underwritten offering hereunder unless (a) such notice by the Company, the Company gives its prior written consent shall use commercially reasonable efforts to such underwritten offering, (b) cause to be registered under the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount Securities Act all of the Registrable Securities that each such holder of Registrable Securities and/or Warrants has requested be registered. In connection with any offering under this Section 6(a), the Company shall not be required to include any holder’s of Registrable Securities in such underwriting unless such holder accepts the terms of the underwriting as agreed upon between the Company and the Managing Underwriters, and then only in such quantity as will not, in the reasonable opinion of the Managing Underwriters, jeopardize the success of the offering by the Company. If the total amount of securities that all holders of Registrable Securities request to be included in an underwritten offering exceeds the amount of securities that the Managing Underwriters reasonably believe compatible with the success of the offering, then the number of shares of Registrable Securities and shares of securities held by Other Holders that may be included in the offering shall be allocated among the Shareholder and the Other Holders in such proportion as the respective number of shares the Shareholder and each Other Holder requests to be included in such offeringregistration bears to the total number of shares the Shareholder and Other Holders request be included. All Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall not be included in such registration. If the Shareholder or Other Holder of other securities entitled upon request to be included in such registration, provided that disapproves of the terms of the underwriting, such designated managing underwriter or underwriters is or are reasonably acceptable person may elect to withdraw therefrom by written notice to the Company, (c) each holder the underwriter and the Other Holders of Registrable Securities participating securities to be included in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsregistration. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letterssecurities so withdrawn shall also be withdrawn from registration.

Underwritten Offerings. Each (a) If at any time the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities for its own account or for the accounts of stockholders other than the Shareholders (“Other Holders”), solely for cash on a form that would also permit the registration of the Registrable Securities, the Company shall, each such time, promptly give each holder of Registrable Securities hereby agrees with written notice of such determination. Upon the Company and each other such holder that no written request of any holder of Registrable Securities may participate in given within thirty (30) days after the giving of any underwritten offering hereunder unless (a) such notice by the Company, the Company gives shall use its prior written consent reasonable best efforts to such underwritten offering, (b) cause to be registered under the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount Securities Act all of the Registrable Securities that each such holder of Registrable Securities has requested be registered. In connection with any offering under this Section 6(a), the Company shall not be required to include any holder’s of Registrable Securities in such underwriting unless such holder accepts the terms of the underwriting as agreed upon between the Company and the Managing Underwriters, and then only in such quantity as will not, in the reasonable opinion of the Managing Underwriters, jeopardize the success of the offering by the Company. If the total amount of securities that all holders of Registrable Securities request to be included in an underwritten offering exceeds the amount of securities that the Managing Underwriters reasonably believe compatible with the success of the offering, then the number of shares of Registrable Securities and shares of securities held by Other Holders that may be included in the offering shall be allocated among the Shareholders and the Other Holders in such proportion as the respective number of shares the Shareholders and each Other Holder requests to be included in such offeringregistration bears to the total number of shares the Shareholders and Other Holders request be included. All Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall not be included in such registration. If a Shareholder or Other Holder of other securities entitled upon request) to be included in such registration, provided that disapproves of the terms of the underwriting, such designated managing underwriter or underwriters is or are reasonably acceptable person may elect to withdraw therefrom by written notice to the Company, (c) each holder the underwriter and the Other Holders of Registrable Securities participating securities to be included in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsregistration. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letterssecurities so withdrawn shall also be withdrawn from registration.

Underwritten Offerings. (a) In connection with any public underwriting of Company securities that are covered by a Registration Statement, the Company agrees, subject to the requirements of Sections 3 and 4 hereof, to arrange for its underwriters to include in the securities to be so distributed by it the Registrable Securities of any Holder who makes such request of the Company. Each holder such Holder agrees that any of such Registrable Securities so included shall be distributed and sold through such underwriters. The Holders of Registrable Securities hereby agrees with to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and each such underwriters and any such underwriting agreement shall require that the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such holder underwriters also shall be made to and for the benefit of such Holders and that no holder the conditions precedent to the obligations of Registrable Securities such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders. (b) No Holder may participate in any underwritten offering hereunder Underwritten Offering under Sections 3 and 4 unless such Holder (ai) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s its Registrable Securities on the basis provided in any underwriting arrangements arrangement approved by the persons entitled selecting the managing underwriter or underwriters hereunder Company and (dii) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, securities escrow agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsunderwriting, and furnishes to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement (and the prospectus included therein); provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and such Holder's intended method of distribution and any other representation required by law. (c)(i) The managing underwriter of an Underwritten Offering of the Company may advise the Company to cause Holders of Registrable Securities to delay the public sale or distribution of such securities. Each Holder agrees, whether or not such Holder participates in an Underwritten Offering, if so required by the managing underwriter, not to effect any public sale or distribution of such Holder's Registrable Securities or sales of such shares pursuant to Rule 144, during the fifteen days prior to and the ninety (90) days after any firm commitment Underwritten Offering pursuant to Section 3 or 4 has become effective. If the managing underwriter advises the Company in writing that, in its opinion, no such public sale or distribution should be effected for a specified period longer than ninety (90) days after such Underwritten Offering has become effective in order to complete the sale and distribution of securities included in such registration and the Company gives notice to such Holder of such advice, such Holders shall not effect any public sale or distribution or sales pursuant to Rule 144 for a reasonably longer period after such Underwritten Offering has become effective, but in no event longer than one hundred twenty (120) days, except as part of such Underwritten Offering. (ii) The Company hereby agrees with agrees, if so required by the managing underwriter, (x) not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the fifteen days prior to and the ninety (90) days after any firm commitment Underwritten Offering pursuant to Section 3 or 4 has become effective, except as part of such Underwritten Offering and except pursuant to registrations on Form S-4 and Form S-8 or any successor or similar forms thereto, and (y) to use its best efforts to cause each holder of Registrable Securities thatits equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, in each case purchased from the Company at any time after the date hereof (other than in a public offering), to the extent it consents agree not to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms effect any such public sale or distribution of such underwriting arrangementssecurities during such period or, including using all commercially reasonable efforts in either case, if the managing underwriter advises the Company in writing that in its opinion no such public sale or distribution should be effected for a specified period longer than ninety (90) days after such Underwritten Offering has become effective in order to procure customary legal opinions complete the sale and auditor “comfort” lettersdistribution of securities included in such registration, during a reasonably longer period after such Underwritten Offering but in no event longer than one hundred twenty (120) days, except as part of such Underwritten Offering.

Underwritten Offerings. Each holder (a) If the Holders of a majority in aggregate number of Registrable Securities hereby agrees with so elect during a time which there are Registrable Securities, an offering of such Registrable Securities pursuant to any Demand Registration or any particular offering or take-down under the Company Shelf Registration Statement shall be in the form of an underwritten offering. If any Registration pursuant to the Shelf Registration Statement or any Demand Registration is in the form of an underwritten offering, such Registration shall be in the form of a firm commitment undertaking, and each other the Partnership will select and obtain the investment banker or investment bankers and manager or managers that will administer the offering; provided, however, that such holder that no holder investment bankers and managers must be reasonably satisfactory to the Holders of a majority in aggregate number of Registrable Securities to be registered. No Holder may participate in any underwritten offering Registration hereunder unless such Holder (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities its securities on the basis provided in any underwriting arrangements approved by the persons Persons entitled selecting hereunder to approve such arrangements (i.e. a majority in aggregate number of the managing underwriter Holders participating in any such Registration pursuant to the Shelf Registration Statement or underwriters hereunder any Demand Registration or the applicable Persons pursuant to a piggy-back Registration) and (db) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder If the managing underwriter or underwriters of such offering advise the Partnership and the Holders in writing that in their opinion the aggregate number of Registrable Securities that, requested to be included in such offering is sufficiently large to materially and adversely affect the extent it consents to an underwritten success or offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms price of such underwriting arrangementsoffering, including using all commercially reasonable efforts the Partnership will include in such Registration only the aggregate number of such Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect, and such securities shall be allocated pro rata among the Holders on the basis of the number of Registrable Securities requested to procure customary legal opinions and auditor “comfort” lettersbe included in such Registration by their Holders.

Underwritten Offerings. Each holder If a majority-in-interest (based on the number of Registrable Securities hereby agrees with being registered (assuming any securities exercisable for shares of Common Stock are so exercised)) of the Demanding Holders so elect and such holders so advise the Company and each other in writing as part of the Demand Request, the offering of such holder that no holder Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Holder of Registrable Securities may participate to include its Registrable Securities in any underwritten offering hereunder unless (a) such registration shall be conditioned upon such Holder’s participation in such underwriting and the Company gives its prior written consent inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwritten offering, (b) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Demanding Holders. If the managing underwriter or underwriters thereof shall for a Demand Registration that is to be designated an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other securities which the Company desires to sell and all other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by Electing Holders holding at least a majority in aggregate principal amount other stockholders of the Company, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such registration: (i) first, Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (allocated pro rata in accordance with the number of shares or other securities that each such Person has requested be included in such offeringregistration, provided regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that such designated managing underwriter or underwriters is or are reasonably acceptable to can be sold without exceeding the Company, Maximum Number of Securities; (cii) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatsecond, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required that the Maximum Number of Securities has not been reached under the terms foregoing clause (i), securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities have not been reached under the foregoing clauses (i) and (ii), securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions persons and auditor “comfort” lettersthat can be sold without exceeding the Maximum Number of Securities.

Underwritten Offerings. Each holder of In connection with any Underwritten Offering under this Section 2.3 (but not including Underwritten Offerings under Section 2.1), the notice to the Holders shall state whether such offering is an Underwritten Offering and the Company shall not be required to include any Registrable Securities hereby agrees in such Underwriting Offering unless the Holders requesting inclusion of such Registrable Securities accept the terms of the underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Holder that has requested that Registrable Securities held by it be included in such Registration Statement shall (together with the Company and each the other Holders distributing the securities through such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (aunderwriting) enter into such underwriting agreement as reasonably agreed upon between the Company gives its prior written consent to such underwritten offering, (b) and the managing underwriter Underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority Underwriters. In connection with any Underwritten Offering under this Section 2.3 (but not including Underwritten Offerings under Section 2.1), if in aggregate principal amount the reasonable and good faith opinion of the managing Underwriter or Underwriters, the registration of all, or part of, the Registrable Securities requested to be included in such offeringregistration and any other securities to be included in such registration jeopardize the success of the offering by the Company or the holders of securities initiating such registration (the “Demanding Holders”), provided that such designated managing underwriter or underwriters is or are reasonably acceptable to then: (i) in the case of an Underwritten Offering by the Company, (cA) the Company shall not be cutback and (B) the Registrable Securities (other than Note Registrable Securities) and any amount of Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each holder such Person has requested be included in the registration, regardless of the number of securities held by each such Person, and to the extent all of the Registrable Securities (other than Note Registrable Securities) and any amount of Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights have been eliminated, then the Note Registrable Securities and Other Registrable Securities shall be reduced (x) with the Other Investors being entitled to Other Investor Percentage of such remaining number of Registrable Securities participating in such underwritten offering agrees to sell such holder’s and Other Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (dy) each holder with the Noteholders dividing the remainder of such remaining number of Registrable Securities participating and Other Registrable Securities pro rata (on an as-converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by such underwritten offering completes Noteholder) in accordance with the number of Note Registrable Securities that such Noteholder has requested be included in the registration, regardless of the number of Note Registrable Securities held by each Noteholder; and executes all questionnaires(ii) in the case of an Underwritten Offering by a Demanding Holder, powers of attorney, indemnities, underwriting agreements (A) the Demanding Holder (and other documents reasonably required under parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person, and to the extent all of the Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights have been eliminated, then the Note Registrable Securities and Other Registrable Securities shall be reduced (x) with regard to the Other Investors, based on the Other Investor Percentage and (y) with regard to the Noteholders pro rata (on an as-converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by such Noteholder) in accordance with the number of Note Registrable Securities that such Noteholder has requested be included in the registration, regardless of the number of Note Registrable Securities held by each Noteholder. If any Holder disapproves of the terms of any such underwriting arrangementsunderwriting, it may elect to withdraw therefrom by written notice to the Company and the managing Underwriter. The Company hereby agrees with each holder Notwithstanding anything to the contrary contained in this Agreement, the Prencen Funds may, at its written request, substitute Common Stock issued or issuable upon conversion of the Series C Preferred Shares held by the Prencen Funds in lieu of a like number of Registrable Securities thatof the Prencen Funds or other securities entitled to registration by such Prencen Funds in such Piggyback Registration hereunder; for the avoidance of doubt, the foregoing shall not reduce the number of Registrable Securities allocated to any of the extent it consents to an underwritten offering hereunder, it will negotiate Investors in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersaccordance with Section 2.3 hereof.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees with under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and each the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such holder that no holder event, the right of any Holder to include its Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof Registration shall be designated 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 Electing Initiating Holders holding at least representing a majority in aggregate principal amount voting power of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders. Notwithstanding any other provision of this Exhibit K, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the underwriting as required after excluding any other Equity Securities (including, without limitation, any Equity Securities which the Company may seek to include in the underwriting for its own account all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwriting. If a limitation of the number of Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the underwriting by selling Holders shall be allocated among such offeringHolders, provided that such designated managing underwriter or underwriters is or are reasonably acceptable in proportion, as nearly as practicable, to the Company, (c) each holder respective amounts of Registrable Securities participating which the Holders would otherwise be entitled to include in such underwritten offering agrees to sell such holder’s the Registration. Any Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter excluded or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of withdrawn from such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to shall be withdrawn from the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersRegistration.

Underwritten Offerings. Each holder of Registrable Transfer Restricted Securities hereby agrees with the Company and each other such holder that no holder of Registrable Transfer Restricted Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Transfer Restricted Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Transfer Restricted Securities participating in such underwritten offering agrees to sell such holder’s Registrable Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Transfer Restricted Securities participating in such underwritten offering Exchange and Registration Rights Agreement completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Transfer Restricted Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially its reasonable best efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder Upon request by any Holder or Holders (such request, an “Underwritten Offering Notice” and such electing Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect an Underwritten Offering; provided, however, that the Holders shall have the option and right to require the Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of Registrable Securities hereby agrees this Section 2.7, subject to a maximum of two Underwritten Offerings during any 12-month period. In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders (not to be unreasonably conditioned, withheld or delayed). In connection with an Underwritten Offering contemplated by this Agreement, each Electing Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and each other such holder that no holder rights and obligations as are customary in underwriting agreements for firm commitment offerings of Registrable Securities securities. No Electing Holder may participate in any underwritten offering hereunder such Underwritten Offering unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Each Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company hereby agrees to and for the benefit of such underwriters also be made to and for such Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Electing Holder shall be required to make any representations or warranties to or agreements with each holder the Company or the underwriters other than representations, warranties or agreements regarding such Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Electing Holder disapproves of the terms of an underwriting, such Electing Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.6, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses pursuant to Section 2.12. If all Electing Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7. Except as otherwise set forth in this Section 2.7 or Section 2.8, the Company shall not include in any Underwritten Offering any securities which are not Registrable Securities without the prior written consent of the Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Holders of Registrable Securities thatin writing that in its opinion the number of Registrable Securities proposed to be included in the Underwritten Offering exceeds the number of Registrable Securities which can be sold in such Underwritten Offering and/or the number of Registrable Securities proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Securities proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (i) first, the Registrable Securities the Holders propose to sell, and (ii) second, the extent it consents Common Shares proposed to an underwritten be included therein by any other Persons (including Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under shall be allocated pro rata among the terms respective Holders thereof on the basis of the number of Registrable Securities owned by each such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersHolder.

Underwritten Offerings. Each holder In the event of Registrable Securities hereby agrees with an underwritten offering, the Company and each other Holder shall make such holder arrangements with the underwriters so that no holder of Registrable Securities such Holder may participate in any underwritten the offering hereunder unless (a) on the same terms as the Company gives its prior written consent and any other party selling securities in such offering. The Company shall not be required under this Section 2 to include any of a Holder’s securities in such underwritten offering, underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (bor by other persons entitled to select the underwriters) the managing and enters into an underwriting agreement in customary form with an underwriter or underwriters thereof selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision of this Agreement, 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 (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be designated by Electing Holders holding at least allocated, (i) first, to the Company for securities that the Company proposes to register for its own account; (ii) second, to any stockholders of the Company who exercised a majority in aggregate principal amount of contractual right to demand that such registration statement be filed, on a paripassu basis based upon the Registrable Securities held by such stockholders; (iii) third, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement, on a pari passu basis based upon the Registrable Securities held by such holders; and (v) fourth, to other securities of the Company to be registered on behalf of any other holder. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons 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 Persons included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating “Holder,” as defined in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersthis sentence.

Underwritten Offerings. Each holder In case of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such an underwritten offering, (bi) provide the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in the Shelf Registration Statement, and counsel for such offeringunderwriters, provided that the reasonable opportunity to participate in the preparation of the Shelf Registration Statement, each Prospectus included therein or filed with the Commission, and each amendment and supplement thereto (excluding documents incorporated by reference therein), and (ii) enter into an underwriting agreement as is customary in underwritten offerings and take all such designated other actions as are reasonably requested by the managing underwriter underwriters in order to expedite or facilitate the registration of the Registrable Securities, and in such connection, (A) make such representations and warranties to the underwriters, with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, at such times and in such scope as are customarily made by issuers to underwriters is in underwritten public offerings; (B) obtain from counsel to the Company reasonably satisfactory to the underwriters opinions of counsel in form and substance reasonably satisfactory to the managing underwriters, addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings; and (C) obtain "cold comfort" letters and updates thereof in form and substance reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by any of them for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder. The investment banker or investment bankers and manager or managers that will manage the offering will be selected by NFLP and be reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuers and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company each Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuers, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder Notwithstanding the foregoing, the Issuers shall not be required to include any Registrable Securities in more than two underwritten offerings under this Section 7 and any underwritten offerings in which holders of Registrable Securities that, shall be entitled to the extent it consents to participate must include Registrable Securities in an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms aggregate principal amount of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersat least $50.0 million.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (dc) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatNotwithstanding the foregoing, the Issuer shall not be required to the extent it consents to an effect more than three underwritten offerings under Section 7 and any underwritten offering hereunder, it will negotiate must include Notes in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms an aggregate principal amount of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersat least $67.5 million.

Underwritten Offerings. Each holder (a) If either (i) at any time during the term of this Agreement during which there are Registrable Securities, the Holders of a majority in aggregate number of Registrable Securities hereby agrees with so elect, or (ii) at any time during the Company term of this Agreement during which there are no Registrable Securities, the Holders of a majority in aggregate number of Xxxxxxx Securities so elect, then an offering of such securities pursuant to any Demand Registration or any particular offering under the Shelf Registration Statement shall be in the form of an underwritten offering. If any Registration pursuant to the Shelf Registration Statement or any Demand Registration is in the form of an underwritten offering, such Registration shall be in the form of a firm commitment undertaking, and each other the Holders of a majority in aggregate number of applicable securities to be registered will select and obtain the investment banker or investment bankers and manager or managers that will administer the offering; provided, however, that such holder that no holder of Registrable Securities investment bankers and managers must be reasonably satisfactory to the Partnership. No Holder may participate in any underwritten offering Registration hereunder unless such Holder (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities its securities on the basis provided in any underwriting arrangements approved by the persons Persons entitled selecting hereunder to approve such arrangements (i.e. a majority in aggregate number of the managing underwriter Holders participating in any such Registration pursuant to the Shelf Registration Statement or underwriters hereunder any Demand Registration or the applicable Persons pursuant to a piggy-back Registration) and (db) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder If the managing underwriter or underwriters of such offering advise the Partnership and the Holders in writing that in their opinion the aggregate number of Registrable Securities that, requested to be included in such offering is sufficiently large to materially and adversely affect the extent it consents to an underwritten success or offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms price of such underwriting arrangementsoffering, including using all commercially reasonable efforts the Partnership will include in such Registration only the aggregate number of such applicable securities which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect, and such securities shall be allocated pro rata among the Holders on the basis of the number of applicable securities requested to procure customary legal opinions and auditor “comfort” lettersbe included in such Registration by their Holders.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuers and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company each Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuers, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnitiesin demnities,, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Each Issuer hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of If a Shelf Registration Statement is then effective, any Significant Holder may at any time or from time to time elect to sell Registrable Securities hereby agrees with available for sale by it pursuant to such Shelf Registration Statement in an underwritten offering (an “Underwritten Offering”), and, the Company and each other such holder shall pay all Registration Expenses in connection therewith; provided, that in no holder of Registrable Securities may event shall the Company be required to participate in more than two Underwritten Offerings in any underwritten offering hereunder unless (a) 12-month period; and provided, further, that for any Underwritten Offering, the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount market value of the Registrable Securities proposed to be included sold in the offering must be at least $100 million as of the date of the request for such offering, provided that . A Significant Holder shall make such designated managing underwriter or underwriters is or are reasonably acceptable election by delivering to the Company, Company a written request (can “Underwritten Offering Request”) each holder for such offering specifying the number of Registrable Securities participating that the Significant Holder desires to sell pursuant to such offering. As promptly as practicable, but no later than two Business Days after receipt of an Underwritten Offering Request, the Company shall give written notice (the “Underwritten Offering Notice”) of such Underwritten Offering Request to all other Holders of Registrable Securities. The Company, subject to Section 2(e) hereof, shall include in such underwritten offering agrees to sell such holder’s Underwritten Offering the Registrable Securities on the basis provided in of any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder other Holder of Registrable Securities participating that shall have made a written request to the Company for inclusion in such underwritten offering completes and executes all questionnaires, powers Underwritten Offering (which request shall specify the maximum number of attorney, indemnities, underwriting agreements and other documents reasonably required under Registrable Securities intended to be disposed of by such Holder) within seven days after the terms receipt of such underwriting arrangementsthe Underwritten Offering Notice. The Company hereby agrees with each holder shall, as expeditiously as possible (and in any event within 20 days after the receipt of Registrable Securities thata Underwritten Offering Request, unless a longer period is agreed to by the extent it consents to an underwritten offering hereunderSignificant Holder that made the Underwritten Offering Request), it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all use its commercially reasonable efforts to procure customary legal opinions facilitate such Underwritten Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Underwritten Offering Notice and auditor “comfort” lettersshall not disclose or use the information contained in such Underwritten Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. In connection with any Underwritten Offering, all participating Holders shall, if applicable, cause such Registrable Securities to be exchanged into shares of Common Stock in accordance with the terms of the Indenture prior to the sale of such Registrable Securities.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuers and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) each of the Company Issuers gives its prior written consent to such underwritten offering, which consent shall not be unreasonably withheld (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuers, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Each of the Issuers hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatNotwithstanding the foregoing, the Issuer shall not be required to the extent it consents to an effect more than one underwritten offerings under this Section 8 and any underwritten offering hereunder, it will negotiate must include Notes in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms an aggregate principal amount of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersat least $75.0 million.

Underwritten Offerings. Each (a) If the Company at any time proposes to register any of its securities in a registration pursuant to which such securities are to be distributed by or through one or more underwriters (other than in the case of the Primary Shelf Registration Statement or a Secondary Shelf Registration Statement), the Company will, subject to the provisions of Section 5(b), use its reasonable best efforts, if requested by any holder of Registrable Securities, to arrange for such underwriters to include the Registrable Securities hereby agrees to be offered and sold by Holders among the securities to be distributed by such underwriters, and such holders shall be obligated to sell their Registrable Securities in such registration through such underwriters on the same terms and conditions as apply to the other securities to be sold by such underwriters in connection with such registration. The holders of Registrable Securities to be distributed by such underwriters shall be parties to a customary underwriting agreement between the Company and each such underwriter or underwriters and shall make customary representations and warranties regarding such holder, its ownership of securities being registered on its behalf, its ability to consummate the transaction and any other such holder representations required by law; provided, however that no holder of Registrable Securities shall be required to make any representations or warranties with respect to the Company or any other holder. No Holder may participate in any underwritten offering hereunder Underwritten Offering unless such holder (ai) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s its Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder Company; and (dii) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, reasonable and customary indemnities, underwriting lock-up agreements and other documents reasonably required under the terms of such underwriting arrangements. The If any Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company hereby agrees with and the Managing Underwriter, and each of the remaining Holders of the Company and any other holder shall be entitled to increase proportionately the number of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersbeing registered.

Underwritten Offerings. Each holder In connection with an underwritten offering of Registrable Securities, enter into an underwriting agreement as is customary in underwritten offerings made by selling security holders and take all such other actions as are reasonably requested by the managing underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities, and in such connection, (i) make such representations and warranties to the underwriters with respect to the business of the Company and its subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings made by selling security holders, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions shall be reasonably satisfactory to the managing underwriters), addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings by selling security holders; (iii) obtain "cold comfort" letters and updates thereof (which letters and updates shall be reasonably satisfactory to the managing underwriters) from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters and the holders of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees (if such accountants are permitted under applicable law and accounting literature to sell so address "cold comfort" letters), such holder’s Registrable Securities on letters to be in customary form and covering matters of the basis provided type customarily covered in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating "cold comfort" letters in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees connection with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.underwritten

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities No Person may participate in any registration hereunder which is underwritten offering hereunder unless such Person: (ai) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities the same class and type of securities on the basis provided in any underwriting arrangements approved by the persons Person or Persons entitled selecting hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the managing underwriter or underwriters hereunder and (d) each underwriters; provided that no holder of Registrable Securities participating in shall be required to sell more than the number of Registrable Securities such underwritten offering holder has requested to include); (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting arrangements; and (iii) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7 or those provided by the other holders of Registrable Securities participating in such underwritten registration. The Company hereby agrees with For the avoidance of doubt, each holder of Registrable Securities thatshall execute such customary powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders of the majority of the Registrable Securities. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent it consents that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to an this Section 8. In the case of any registration hereunder that is underwritten offering hereunderwhich is requested by the holders of Registrable Securities, it will negotiate in good faith and execute all indemnitiesthe price, underwriting agreements discount and other documents reasonably required under the financial terms of the related underwriting agreement for such securities shall be determined by the holders of a majority of the Registrable Securities included in such underwritten offering, provided that such price, underwriting arrangementsdiscount and other financial terms shall be applicable pari passu among all Registrable Securities included in such registration, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letterson a pro rata basis.

Underwritten Offerings. Each holder If a majority-in-interest (based on the number of Registrable Securities hereby agrees with being registered) of the Demanding Holders so elect and such holders so advise the Company and each other in writing, the offering of such holder that no holder Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Holder of Registrable Securities may participate to include its Registrable Securities in any underwritten offering hereunder unless (a) such registration shall be conditioned upon such Holder’s participation in such underwriting and the Company gives its prior written consent inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwritten offering, (b) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Demanding Holders. If the managing underwriter or underwriters thereof for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Registration Amount”), then the Company shall be designated by Electing Holders holding at least a majority include in aggregate principal amount of such registration: (a) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holders have requested be included in such offeringregistration, provided regardless of the number of Registrable Securities held by each Demanding Holder) that such designated managing underwriter can be sold without exceeding the Maximum Registration Amount; (b) second, the shares of Common Stock or underwriters is or are reasonably acceptable other securities that the Company desires to sell that can be sold without exceeding the Company, Maximum Registration Amount; (c) each holder third, to the extent that the Maximum Registration Amount has not been reached under the foregoing clauses (a) and (b), the shares of Registrable Securities participating in Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such underwritten offering agrees to sell such holder’s Registrable Securities on persons and that can be sold without exceeding the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder Maximum Registration Amount; and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatfourth, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required that the Maximum Registration Amount has not been reached under the terms foregoing clauses (a), (b), and (c), the shares of Common Stock or other securities that other securityholders desire to sell that can be sold without exceeding the Maximum Registration Amount. For the avoidance of doubt, in the event a Demand Registration is requested pursuant to this agreement and a demand registration is requested pursuant to that certain Registration Rights Agreement, dated _____________, 2007, by and among the Company and the “Investors” thereunder, substantially in the form filed as Exhibit 10.18 to the Registration Statement (the “Registration Rights Agreement”), whichever demand registration is received by the Company first shall have priority for inclusion in the registration statement filed to register such underwriting arrangementsRegistrable Securities; provided, including using all commercially reasonable efforts however, that if a Demand Registration is requested pursuant to procure customary legal opinions this agreement and auditor “comfort” lettersa demand registration is requested pursuant to the Registration Rights Agreement and such demand registrations are received by the Company on the same date, then those two demand registrations will be handled pro rata in accordance with the number of shares of Registrable Securities which-such demanding holders have requested be included in such registration.

Underwritten Offerings. Each holder of If, in connection with a request to Register Registrable Securities hereby agrees under Section 2.1, the Investor seeks to distribute such Registrable Securities in an underwritten offering, it shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to be promptly sent to the Holders. The Company shall, as soon as practicable, cause the Registrable Securities specified in the request, together with any NIO Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for the applicable sale and distribution. In such event, the right of any Registration Rights Holder, including the Investor, to include its NIO Securities in such Registration shall be conditioned upon such Registration Rights Holder’s participation in such underwritten offering and the inclusion of such Registration Rights Holder’s NIO Securities in the underwritten offering to the extent provided herein. All Registration Rights Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and each other such holder that no holder reasonably acceptable to the holders of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable voting power of all NIO Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) advises(s) the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of NIO Securities to be underwritten in a Registration, the underwriters may exclude up to seventy-five percent (75%) of the NIO Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering, provided that such designated managing underwriter or underwriters the number of shares to be included in the Registration on behalf of the non-excluded Registration Rights Holders is or are reasonably acceptable allocated among all Registration Rights Holders in proportion, as nearly as practicable, to the Companyrespective amounts of NIO Securities requested by such Registration Rights Holders to be included. If the Investor disapproves the terms of any underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (c10) each holder days prior to the effective date of the Registration Statement. Any Registrable Securities participating in excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder Upon request by a Holder or Holders (such request, an “Underwritten Offering Demand Notice” and such electing Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect an Underwritten Offering; provided, however, that the Holders shall have the option and right to require the Company to effect not more than three (3) Underwritten Offerings pursuant to and subject to the conditions of Registrable Securities hereby agrees this Section 2.05, subject to a maximum of two (2) Underwritten Offerings during any twelve (12)-month period. In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders (not to be unreasonably conditioned, withheld or delayed). In connection with an Underwritten Offering contemplated by this Agreement, each Electing Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and each other such holder that no holder rights and obligations as are customary in underwriting agreements for firm commitment offerings of Registrable Securities securities. No Electing Holder may participate in any underwritten offering hereunder such Underwritten Offering unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Holder agrees to sell such holder’s its Registrable Securities Shares on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Each Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company hereby agrees with each holder to and for the benefit of Registrable Securities that, such underwriters also be made to and for such Electing Holder’s benefit and that any or all of the conditions precedent to the extent it consents obligations of such underwriters under such underwriting agreement also be conditions precedent to an underwritten offering hereunderits obligations. No Electing Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, it warranties or agreements regarding such Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will negotiate in good faith be registered, on its behalf, its intended method of distribution and execute all indemnities, underwriting agreements and any other documents reasonably representation required under by applicable law. If any Electing Holder disapproves of the terms of an underwriting, such underwriting arrangementsElecting Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than immediately prior to the time of pricing of such Underwritten Offering. If the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.04, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses pursuant to Section 2.10. If all Electing Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. Except as otherwise set forth in this Section 2.05 or Section 2.06, the Company shall not include in any Underwritten Offering any securities which are not Registrable Shares without the prior written consent of the Selling Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Selling Holders of Registrable Shares in writing that in its opinion the number of Registrable Shares proposed to be included in the Underwritten Offering exceeds the number of Registrable Shares which can be sold in such Underwritten Offering and/or the number of Registrable Shares proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Shares proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (i) first, the Registrable Shares the Selling Holders propose to sell, and (ii) second, the Common Shares proposed to be included therein by any other Persons (including using Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that less than all commercially reasonable efforts of the Registrable Shares proposed to procure customary legal opinions be sold can be included in such offering, then the Registrable Shares that are included in such offering shall be allocated pro rata among the respective Selling Holders thereof on the basis of the number of Registrable Shares owned by each such Selling Holder, unless otherwise agreed in writing among the Company, the Selling Holders and auditor “comfort” lettersthe Managing Underwriter.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, which consent shall not be unreasonably withheld (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Issuer hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the number of shares of Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting to select the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters. No discounts or commissions payable to any such underwriter with respect to the sales of Registrable Securities sold by any such holder thereof shall be included in, or deemed to be, the registration expenses payable by the Company pursuant to Section 4. Any underwritten sale pursuant to a Shelf Registration Statement pursuant to this Agreement must be for a number of Registrable Securities which, based on the good faith determination of the holders, will result in gross proceeds of at least $25 million; provided, that the Company may, in its sole discretion, waive this requirement. In no event shall the Company be required to effect more than three underwritten offerings.

Underwritten Offerings. Each holder of (a) If, in connection with a request to Register Registrable Securities hereby agrees under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities 10 Shareholders Agreement in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. 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 underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by 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 underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and each other such holder that no holder reasonably acceptable to the holders of at least [***] of the voting power of all Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities proposed to be included in such offeringRegistration; provided, provided however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities, or provide any information or documentation, except as such designated representations, warranties, indemnitees, information or documentation relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters is or are reasonably acceptable to advises the Company, (c) each holder Company and Holders of Registrable Securities participating that otherwise would be underwritten pursuant hereto that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other Equity Securities are first entirely excluded from the underwriting; provided, further, that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten days prior to the effective date of the Registration Statement, and such withdrawal request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, as the case may be. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering agrees shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, a Holder to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersnearest one hundred (100) shares.

Underwritten Offerings. Each holder If the registration of Registrable Securities hereby agrees with which Katy gives notice is for an Underwritten Offering, then Katy shall so advise the Company and each other Holder Representative as a part of such holder that no holder written notice. In such event, the right of Registrable Securities may the Holders to registration pursuant to this Section shall be conditioned upon the Holders' agreeing to participate in any underwritten offering hereunder unless (a) such Underwritten Offering upon the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof terms and conditions as shall be designated negotiated by Electing Holders holding at least a majority in aggregate principal amount Katy, and the inclusion of the Registrable Securities in the Underwritten Offering to the extent provided herein. The Holders proposing to distribute securities through such Underwritten Offering shall (together with Katy) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by Katy. Notwithstanding any other provisions of this Section, if the underwriter determines in writing, in its sole and absolute discretion, that marketing factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and Underwritten Offering in accordance with the provisions of this Section; provided, however, that if any securities are being offered for the account of any holder of Katy's securities other than the Holders, (i) with respect to the first registration of Registrable Securities pursuant to this Section 2.2, securities held by all Persons other than Holders shall be excluded from the Underwritten Offering before any Registrable Securities are excluded, and (ii) with respect to any registration of Registrable Securities pursuant to this Section 2.3 after the first such registration, the reduction in the number of Registrable Securities included in such registration shall not represent a greater percentage of the amount of Registrable Securities originally requested to be registered and sold in such registration than the lowest percentage reduction imposed upon any holder of Katy's securities other than the Holders. Katy shall so advise the Holder Representative, and the number of Registrable Securities that may be included in the registration and Underwritten Offering on behalf of the Holders shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders requested to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder registration. If the Holders disapprove of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of any such underwriting arrangementsUnderwritten Offering, then the Holders may elect to withdraw therefrom by causing the Holder Representative to give written notice thereof to Katy and the underwriter. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of Any securities so excluded or withdrawn from such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersUnderwritten Offering shall be withdrawn from such registration.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that the Company shall have no obligation to provide for or arrange any underwritten offering hereunder, and no holder of Registrable Securities may shall have any right to require or participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offeringoffering (which consent may be granted or withheld by the Company in its sole and absolute discretion), (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, ; provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering of Registrable Securities hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder Subject to the provisions of Registrable Securities hereby agrees this Section 5, a Demanding Holder shall have the right to make written requests to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Company and each other Commission pursuant to this Section 5 (an “Underwritten Demand”). Prior to making any Underwritten Demand, such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its Demanding Holder shall give prior written consent notice of such Underwritten Demand to all of the other Holders, and such underwritten offering, (b) the managing underwriter or underwriters thereof Underwritten Demand shall be designated by Electing Holders holding at least a majority in aggregate principal amount contain all of the Registrable Securities requested by all of the other Holders for inclusion in such Registration Statement. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 5(b) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company or Juniper, as applicable, as described below. Any Underwritten Demand shall specify the aggregate amount of Registrable Securities intended to be included in such offeringUnderwritten Offering and the intended method of distribution thereof and whether such offering shall be a “firm commitment” underwriting. Subject to Section 5(g), provided that the Company shall include in such designated Underwritten Offering all of the Registrable Securities requested by any Holders for inclusion in such Underwritten Demand. The Demanding Holders shall have the right to select the managing underwriter or underwriters is or are reasonably acceptable underwriter(s) to administer any Underwritten Offering related to Underwritten Demands subject to the approval of the Company, which approval shall not be withheld unreasonably. In no event will the Company be required to effect (ci) each an Underwritten Offering if the Company has undertaken an Underwritten Offering within 90 days preceding the date of the request for such Underwritten Offering in which a Demanding Holder has sold securities or (ii) more than five (5) Underwritten Offerings relating to Underwritten Demands in the aggregate; provided, that an Underwritten Offering will not be considered made unless the selling holder disposes of at least 75% of the Registrable Securities participating sought to be included in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnairesoffering; provided, powers of attorneyfurther, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to for the extent it consents to avoidance of doubt, no Block Trade or Other Coordinated Offering shall be deemed an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms Underwritten Offering for purposes of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersthis Section 5(b)(i).

Underwritten Offerings. Each holder Upon request by a Holder or Holders (such request, an “Underwritten Offering Demand Notice” and such electing Holders, the “Electing Holders”), as long as the Electing Holders collectively own more than 10% of Registrable Securities hereby agrees the Company’s Common Shares, the Company shall retain underwriters in order to permit the Electing Holders to effect an Underwritten Offering; provided, however, that the Holders shall have the option and right to require the Company to effect not more than three (3) Underwritten Offerings pursuant to and subject to the conditions of this Section 2.05, subject to a maximum of two (2) Underwritten Offerings during any twelve (12)-month period. In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders (not to be unreasonably conditioned, withheld or delayed). In connection with an Underwritten Offering contemplated by this Agreement, each Electing Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and each other such holder that no holder rights and obligations as are customary in underwriting agreements for firm commitment offerings of Registrable Securities securities. No Electing Holder may participate in any underwritten offering hereunder such Underwritten Offering unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Holder agrees to sell such holder’s its Registrable Securities Shares on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Each Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company hereby agrees with each holder to and for the benefit of Registrable Securities that, such underwriters also be made to and for such Electing Holder’s benefit and that any or all of the conditions precedent to the extent it consents obligations of such underwriters under such underwriting agreement also be conditions precedent to an underwritten offering hereunderits obligations. No Electing Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, it warranties or agreements regarding such Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will negotiate in good faith be registered, on its behalf, its intended method of distribution and execute all indemnities, underwriting agreements and any other documents reasonably representation required under by applicable law. If any Electing Holder disapproves of the terms of an underwriting, such underwriting arrangementsElecting Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than immediately prior to the time of pricing of such Underwritten Offering. If the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.04, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses pursuant to Section 2.10. If all Electing Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. Except as otherwise set forth in this Section 2.05 or Section 2.06, the Company shall not include in any Underwritten Offering any securities which are not Registrable Shares without the prior written consent of the Selling Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Selling Holders of Registrable Shares in writing that in its opinion the number of Registrable Shares proposed to be included in the Underwritten Offering exceeds the number of Registrable Shares which can be sold in such Underwritten Offering and/or the number of Registrable Shares proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Shares proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (i) first, the Registrable Shares the Selling Holders propose to sell, and (ii) second, the Common Shares proposed to be included therein by any other Persons (including using Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that less than all commercially reasonable efforts of the Registrable Shares proposed to procure customary legal opinions be sold can be included in such offering, then the Registrable Shares that are included in such offering shall be allocated pro rata among the respective Selling Holders thereof on the basis of the number of Registrable Shares owned by each such Selling Holder, unless otherwise agreed in writing among the Company, the Selling Holders and auditor “comfort” lettersthe Managing Underwriter.

Underwritten Offerings. Each holder Upon request by ay Holder or Holders (such request, an “Underwritten Offering Notice” and such electing Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect an Underwritten Offering; provided, however, that the Holders shall have the option and right to require the Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of Registrable Securities hereby agrees this Section 2.7, subject to a maximum of two Underwritten Offerings during any 12-month period. In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders (not to be unreasonably conditioned, withheld or delayed). In connection with an Underwritten Offering contemplated by this Agreement, each Electing Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and each other such holder that no holder rights and obligations as are customary in underwriting agreements for firm commitment offerings of Registrable Securities securities. No Electing Holder may participate in any underwritten offering hereunder such Underwritten Offering unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering Holder agrees to sell such holder’s its Registrable Securities on the basis provided in any such underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder agreement and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements indemnities and other documents reasonably required under the terms of such underwriting arrangementsagreement. The Each Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company hereby agrees to and for the benefit of such underwriters also be made to and for such Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Electing Holder shall be required to make any representations or warranties to or agreements with each holder the Company or the underwriters other than representations, warranties or agreements regarding such Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Electing Holder disapproves of the terms of an underwriting, such Electing Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.6, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses pursuant to Section 2.12. If all Electing Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7. Except as otherwise set forth in this Section 2.7 or Section 2.8, Company shall not include in any Underwritten Offering any securities which are not Registrable Securities without the prior written consent of the Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Holders of Registrable Securities thatin writing that in its opinion the number of Registrable Securities proposed to be included in the Underwritten Offering exceeds the number of Registrable Securities which can be sold in such Underwritten Offering and/or the number of Registrable Securities proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Securities proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (i) first, the Registrable Securities the Holders propose to sell, and (ii) second, the extent it consents Common Shares proposed to an underwritten be included therein by any other Persons (including Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under shall be allocated pro rata among the terms respective Holders thereof on the basis of the number of Registrable Securities owned by each such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersHolder.

Underwritten Offerings. Each holder of In connection with any Underwritten Offering under this Section 2.3 (but not including Underwritten Offerings under Section 2.1), the notice to the Holders shall state whether such offering is an Underwritten Offering and the Company shall not be required to include any Registrable Securities hereby agrees in such Underwriting Offering unless the Holders requesting inclusion of such Registrable Securities accept the terms of the underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Holder that has requested that Registrable Securities held by it be included in such Registration Statement shall (together with the Company and each the other Holders distributing the securities through such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (aunderwriting) enter into such underwriting agreement as reasonably agreed upon between the Company gives its prior written consent to such underwritten offering, (b) and the managing underwriter Underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority Underwriters. In connection with any Underwritten Offering under this Section 2.3 (but not including Underwritten Offerings under Section 2.1), if in aggregate principal amount the reasonable and good faith opinion of the managing Underwriter or Underwriters, the registration of all, or part of, the Registrable Securities requested to be included in such offeringregistration and any other securities to be included in such registration jeopardize the success of the offering by the Company or the holders of securities initiating such registration (the “Demanding Holders”), provided that such designated managing underwriter or underwriters is or are reasonably acceptable to then: (i) in the case of an Underwritten Offering by the Company, (cA) the Company shall not be cutback and (B) the Registrable Securities (other than Note Registrable Securities) and any amount of Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each holder such Person has requested be included in the registration, regardless of the number of securities held by each such Person, and to the extent all of the Registrable Securities (other than Note Registrable Securities) and any amount of Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights have been eliminated, then the Note Registrable Securities and Other Registrable Securities shall be reduced (x) with the Other Investors being entitled to Other Investor Percentage of such remaining number of Registrable Securities participating in such underwritten offering agrees to sell such holder’s and Other Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (dy) each holder with the Noteholders dividing the remainder of such remaining number of Registrable Securities participating and Other Registrable Securities pro rata (on an as-converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by such underwritten offering completes and executes all questionnairesNoteholder) in accordance with the number of Note Registrable Securities that such Noteholder has requested be included in the registration, powers regardless of attorneythe number of Note Registrable Securities held by each Noteholder (ii) in the case of an Underwritten Offering by a Demanding Holder, indemnities, underwriting agreements (A) the Demanding Holder (and other documents reasonably required under parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person, and to the extent all of the Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights have been eliminated, then the Note Registrable Securities and Other Registrable Securities shall be reduced (x) with regard to the Other Investors, based on the Other Investor Percentage and (y) with regard to the Noteholders pro rata (on an as-converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by such Noteholder) in accordance with the number of Note Registrable Securities that such Noteholder has requested be included in the registration, regardless of the number of Note Registrable Securities held by each Noteholder. If any Holder disapproves of the terms of any such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatunderwriting, it may elect to withdraw therefrom by written notice to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith Company and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersmanaging Underwriter.

Underwritten Offerings. Each holder of In connection with any Underwritten Offering under this Section 2(c), the notice to the Investors shall state whether such offering is an Underwritten Offering and the Company shall not be required to include any Registrable Securities hereby agrees in such Underwritten Offering unless the Investors requesting inclusion of such Registrable Securities accept the terms of the underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Investor that has requested that Registrable Securities held by it be included in such Registration Statement shall (together with the Company and each the other Investors distributing the securities through such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (aunderwriting) enter into such underwriting agreement as reasonably agreed upon between the Company gives its prior written consent to such underwritten offering, (b) and the managing underwriter Underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority Underwriters. In connection with any Underwritten Offering under this Section 2(c), if in aggregate principal amount the reasonable and good faith opinion of the managing Underwriter or Underwriters, the registration of all, or part of, the Registrable Securities requested to be included in such offeringregistration and any other securities to be included in such registration adversely affect the marketing of the securities offered by the Company or the holders of securities initiating such registration (the “Demanding Holders”), provided that such designated managing underwriter or underwriters is or are reasonably acceptable to then: (i) in the case of an Underwritten Offering by the Company, (cA) each holder of the Company shall not be cutback and (B) the Registrable Securities participating requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the Warrants) in accordance with the number of securities that each such underwritten offering agrees Person has requested be included in the registration, regardless of the number of securities held by each such Person, and (ii) in the case of an Underwritten Offering by a Demanding Holder, (A) the Demanding Holder (and other parties that are subject to sell the same registration rights agreement with such holder’s Demanding Holder) shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the basis provided Warrants) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person. If any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder Investor disapproves of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of any such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatunderwriting, it may elect to withdraw therefrom by written notice to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith Company and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersmanaging Underwriter.

Underwritten Offerings. Each holder of Registrable Entitled Securities hereby agrees with the Company Issuers and each other such holder that no holder of Registrable Entitled Securities may participate in any underwritten offering hereunder unless (a) the Company gives its Issuers give their prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Entitled Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuers, (c) each holder of Registrable Entitled Securities participating in such underwritten offering agrees to sell such holder’s Registrable Entitled Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Entitled Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company Issuer and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company Issuer gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyIssuer, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company Issuer hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all its commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of If the Initiating Holders intend to distribute the Registrable Securities hereby agrees covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) hereof and the Company shall include such information in the written notice referred to in such Section 2.1(a). 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 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated selected for such underwriting by Electing Holders holding at least a majority in aggregate principal amount interest of the Registrable Securities to be included in such offering, provided that such designated managing Initiating Holders (which underwriter or underwriters is or are shall be reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting agreements attorney and other documents reasonably required under the terms of such underwriting arrangementsagreement and these registration rights. The Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises the Company hereby agrees with each holder in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Company shall so advise all Holders of Registrable Securities thatwhich would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the underwriting shall be allocated among participating Holders, (i) first among the Initiating Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Initiating Holders requested to be included in such underwriting and (ii) second to the extent it consents all Registrable Securities requested to an underwritten offering hereunder, it will negotiate be included in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsby the Initiating Holders have been included, including using all commercially reasonable efforts among the Holders (other than the Initiating Holders) requesting inclusion of Registrable Securities in such underwritten offering, as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Holders requested to procure customary legal opinions and auditor “comfort” lettersbe included in such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Underwritten Offerings. Each holder If the registration of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) ---------------------- which the Company gives its prior notice is for an Underwritten Offering, then the Company shall so advise the Holders as a part of such written consent notice. In such event, the right of the Holders to such underwritten offering, (b) the managing underwriter or underwriters thereof registration pursuant to this Section shall be designated conditioned upon the Holders' agreeing to participate in such Underwritten Offering upon the terms and condition as shall be negotiated by Electing Holders holding at least a majority in aggregate principal amount the Company, and the inclusion of the Registrable Securities in the Underwritten Offering to the extent provided herein. The Holders proposing to distribute securities through such Underwritten Offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by the Company. Notwithstanding any other provisions of this Section, if the underwriter determines in writing, in its sole and absolute discretion, that marketing factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and Underwritten Offering in accordance with the provisions of this Section. The Company shall so advise the Holders distributing securities through such Underwritten Offering, and the number of Registrable Securities that may be included in the registration and Underwritten Offering on behalf of the Holders shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders requested to be included in the registration. The Company does hereby represent that, other than as provided in this Agreement, there are no holders of shares of capital stock of the Company that have any registration rights with respect to such shares. The Company hereby covenants that it shall not grant any person registration rights with respect to shares of capital stock of the Company unless such registration rights are expressly subordinated to the rights of the Holders hereunder, and it is understood that in any registration in which the Holders may participate pursuant to the Agreement that, in the event that the underwriter requires a limitation in the number of securities to be included in the registration and Underwritten Offering, the Registrable Securities shall have priority over any other shares proposed to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved other than shares offered for sale by the persons entitled selecting Company for its account. If the managing underwriter or underwriters hereunder and (d) each holder Holders disapprove of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of any such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities thatUnderwritten Offering, then the Holders may elect to withdraw therefrom by giving written notice to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith Company and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of underwriter. Any securities so excluded or withdrawn from such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” lettersUnderwritten Offering shall be withdrawn from such registration.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and the Guarantor and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its and the Guarantor give their prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the CompanyCompany and the Guarantor, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company and the Guarantor hereby agrees agree with each holder of Registrable Securities that, to the extent it consents they consent to an underwritten offering hereunder, it they will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by the Company, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering timely completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all its commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

Underwritten Offerings. Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities No Person may participate in any registration hereunder which is underwritten offering hereunder unless such Person: (ai) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities the same class and type of securities on the basis provided in any underwriting arrangements approved by the persons Person or Persons entitled selecting hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested 14 by the managing underwriter or underwriters hereunder and (d) each underwriters; provided that no holder of Registrable Securities participating in shall be required to sell more than the number of Registrable Securities such underwritten offering holder has requested to include); (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting arrangements; and (iii) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7 or those provided by the other holders of Registrable Securities participating in such underwritten registration. The Company hereby agrees with For the avoidance of doubt, each holder of Registrable Securities thatshall execute such customary powers of attorney or custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders of the majority of the Registrable Securities. Each holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent it consents that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to an this Section 8. In the case of any registration hereunder that is underwritten offering hereunderwhich is requested by the holders of Registrable Securities, it will negotiate in good faith and execute all indemnitiesthe price, underwriting agreements discount and other documents reasonably required under the financial terms of the related underwriting agreement for such securities shall be determined by the holders of a majority of the Registrable Securities included in such underwritten offering, provided that such price, underwriting arrangementsdiscount and other financial terms shall be applicable pari passu among all Registrable Securities included in such registration, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letterson a pro rata basis.