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Seller shall have the right to select one or more manager(s) from the list of the Approved Underwriters to administer the offering and join any underwriting group.

(f) Parent has the right to delay any Marketed Secondary Offering to the extent it intends to conduct a primary offering of Parent Common Stock within sixty (60) days of the proposed Marketed Secondary Offering. Parent shall send to Seller written notice of its intent to conduct a primary offering and, if within fifteen (15) calendar days after the receipt of such notice, Seller shall so request in writing, Parent shall include in such offering all or any part of the Restricted Shares owned by Seller requested to be included, except that if, in connection with any underwritten public offering for the account of Parent the managing underwriter(s) thereof shall impose a limitation on the number of shares of Parent Common Stock which may be included because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then Parent shall be obligated to include only such limited portion of the Restricted Shares with respect to which Seller has requested inclusion hereunder as the underwriter shall permit.

(g) If Seller intends to sell Restricted Shares through a Marketed Secondary Offering, Seller shall agree to (i) sell such Restricted Shares on the terms provided in a customary underwriting agreement and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting agreement or reasonably requested by Parent; provided that no representations or warranties will be required to be made to Parent or the underwriters (other than representations and warranties regarding Seller’s intended method of distribution).

(h) In the case of a Marketed Secondary Offering, other than the sales discount, which shall be for the account of Seller, Parent and Seller shall split equally all other costs associated with such sales (including, but not limited to, registration fees, reasonable attorney fees of Parent and Seller, printing expenses associated with the preparation and distribution of the requested prospectuses); provided, however, Parent shall not be responsible for any incremental costs associated with the inclusion of any unrestricted shares of Stock Consideration in any Marketed Secondary Offering.

(i) Parent shall file as and when applicable, on a timely basis, all reports required to be filed by it under the Exchange Act. If Parent is not required to file reports pursuant to the Exchange Act, upon the request of Seller, Parent shall make publicly available the information specified in subparagraph (c)(2) of Rule 144. Parent shall take such further action as may be reasonably required from time to time and as may be within the reasonable control of Parent, to enable the holders of Restricted Shares to transfer the Restricted Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any similar rule or regulation hereafter adopted by the SEC. Upon the request of Seller, Parent will deliver to Seller such a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. In connection with any sale, transfer or other disposition by a holder of shares of Stock Consideration of any shares of Stock Consideration pursuant to Rule 144, Parent shall cooperate with such holder to facilitate the timely preparation and delivery of certificates representing shares of Stock Consideration to be sold and not bearing any Securities Act legend, and enable certificates for such shares of Stock Consideration to be for such number of shares and registered in such names as the holder may reasonably request at least two Business Days prior to any sale of any shares of Stock Consideration.


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