Proposed Offering

Proposed Offering. Shall mean an underwritten offering of Subject Shares by the Stockholder as contemplated by the Underwriting Agreement, or as the offering may be amended or supplemented by mutual agreement of the Company and the Stockholder; provided, that the control of any Transfer of the Subject Shares, including the closing of the sale of the Subject Shares as contemplated by the Underwriting Agreement, shall at all tim es remain within the sole discretion of the Stockholder.