Investor Counsel

Investor Counsel. Means Proskauer Rose LLP, counsel to the Investors for purposes of this Agreement; provided, however, that if none of the North Sound Investors are listed as a "Selling Stockholder" in a Registration Statement, the Holders of a majority of the Registrable Securities to be sold pursuant to such Registration Statement shall be entitled to select alternative counsel to act as "Investor Counsel" with respect to such Registration Statement.

Investor Counsel. Lowenstein Sandler PC or any other counsel designated from time to time by the Required Investors.